A Kryptonian in Queens
by SSVCloud
Summary: What happens when Galactus, Devourer of Worlds, sets his sights on Planet Krypton? Better yet, what happens when SHIELD discovers the infant Kal-El's spacecraft before anyone else? The answer might surprise you.
1. A Light Into the Future

One

A Light Into the Future

Billions of lightyears from Earth in the star-studded reaches of infinite space, there was a planet known as Krypton. A green jewel that orbited a burning red giant, Krypton was a world unlike any other in the galaxy. With golden volcanos, jewel mountains, and forests of glass, as well as sprawling megacities whose spires touched the stars, the people of Krypton lived in a world of scientific and social advancement and progress unparalleled throughout the universe. Yet, as with all beautiful things, it could not last.

Jor-El, the brightest mind in Krypton's long and illustrious history, had not been sleeping easily as of late. It seemed as if every time he blinked, a different plague beset Krypton. The Science Council had thankfully apprehended and imprisoned his one-time friend, the disgraced war hero Dru-Zod and the rest of his Black Zero terrorist cell, including such renegades as Faora-Ul, Ursa-Zod, Jax-Ur and Mala-Ur, and Jor-El's former colleague Non. It had pained Jor-El greatly to learn that the Science Council had ignored his pleas and lobotomized Non, robbing him of his great intellect. As loath as he was to admit it, however, he could understand their logic. Non had been brilliant enough that it might have been possible for him to devise and escape from the Phantom Zone.

Still, much to Jor-El's dismay, it hardly seemed to matter. Quakes still wracked Krypton with ever-increasing frequency. Once it had been every ten years, then every five years, then every year and now it was every six months! Jor-El had tracked the path of Krypton's orbits around Rao and the expansion of the star and he had concluded that the planet would be eaten by its own sun within twenty years. He had warned his colleagues on the Science Council half a hundred times but they refused any evidence that suggested life on Krypton was anything other than perfect. To say nothing of the woes that troubled Krypton from without. Their cold war with the Skrulls was threatening to heat up and the actions of Black Zero had the peace treaty between Krypton and the Shi'ar Empire falling apart at the seams. The Kree were refusing trade with Krypton, which was playing _hell_ on the world economy…

Yet today, as Jor-El and his wife Lara-El were awoken by a tremendous explosion, Jor-El had a sneaking suspicion that none of this mattered. Indeed, as Jor-El and Lara raced to the balcony and gazed out over the city skyline, he saw the one eventuality that he had never prepared for.

The Ravager of the Cosmos. The Unyielding Force. The Reaper of the Stars. Galactus, Devourer of Worlds.

The pair watched in astonished and open-mouthed terror as the purple-and-blue-clad helmeted colossus effortlessly stomped his way through Kryptonopolis, less than a kilometer from their own home. A thread of flashing silver darted around Galactus and shredded the Kryptonian military that tried to defend their home, no doubt the Devourer's herald, the Silver Surfer. Some races lived to tell of when Galactus devoured their world because they had the intelligence to flee. But not Krypton. Krypton had abandoned its spacefaring ways centuries ago. Proud Krypton would fight. And it would die.

"My love," Lara asked as she took Jor's hand in hers and squeezed it tightly, "What do we do? What _can_ we do?" Jor-El looked into his wife's deep blue eyes, full of fear and worry and searching his face for signs of hope and pulled her into his embrace, one hand in her hair as he held her to his chest.

"There is only one thing we can do, Lara," he whispered softly as he buried his face in her hair and knew that this was the last night of their lives, "Go get Kal. I'll prepare the ship." Lara pulled away from Jor-El's embrace and stared up at him with shock that bordered on betrayal.

"No," she breathed out as her lip quivered tremulously, "No, you can't…" Jor-El sighed and shook his head.

"I'm sorry, Lara. But it's the only way he'll survive." Lara nodded and ran to Kal's room as Jor went to his lab. Jor had suspected for months that it would come to this. That _somehow,_ Krypton was going to die and that only Kal-El, their infant son, would survive. Krypton's Purity Defense Systems would shoot down any craft entering or leaving Krypton's atmosphere, but a ship small enough for Kal and Kal alone would slip through undetected. Jor activated the ship, a simple rocket with a spearhead design, and began to charge the engines for the jump to hyperspace as he plugged in coordinates. Jor-El had found a suitable world for his son less than two weeks ago: a simpler world than Krypton, but with a young species similar enough to their own that Kal-El would not be an outcast. Its atmospheric content, lighter gravity, and most of all its yellow sun, would grant Kal extraordinary powers, giving him every advantage he would need to survive. As the ship's cockpit opened, Jor-El went to his safe and took out two crystals, one blue and one gold. Jor tucked the blue crystal into the cockpit, carrying with it the knowledge of Krypton's history and, somewhat unsettlingly, a recreation of his own person through artificial intelligence.

The sound of Lara's footsteps alerted Jor to her approach and he turned to see her coming towards him, tears streaking her face as she held their infant son in her arms, bundled up in a red blanket with the symbol of the House of El emblazoned on it in gold. Jor-El went to her, wiping her tears away as he held her close.

"Oh, Jor," she whispered in a voice hoarse with heartbreak as she looked down at their son, "Look at him. He's beautiful." Jor-El looked at Kal as he put one arm around Lara and used the other to help her hold their son. He was small and fat, as babies usually were, with a full head of thick brown hair and bright blue eyes that looked up at Jor inquisitively. Jor had tried to be calm and rational about the whole affair, had steeled himself mentally for this prospect month ago. Yet as he held his son in his arms for the last time and planted a gentle kiss on his forehead, he could not fight the tears that came to his eyes and ran down his cheeks. "We'll never see him walk," Lara murmured mournfully, "We'll never hear him say our names."

"I know, Lara," Jor-El said painfully as he took Kal from her arms and placed him inside the ship, "But out there, among the stars, he will have a chance. He will live." He gave his son a smile and the smallest wave as the cockpit closed around him. "Be good, my little Kal-El," he said softly, "Show them the way." As the ship prepared for liftoff, Jor looked back at the golden crystal he had set down on his workbench.

"What is that?" Lara asked as Jor took the crystal in his hands.

"A prototype," Jor-El explained, "For extreme emergencies. It contains pure, magnified yellow sunlight. When Kal lives under it he will grow extraordinary powers. When I break this open it will give me a burst of those powers for a short time."

"To do what?" Lara asked in clear confusion as she rubbed at her eyes. Jor-El looked down at the crystal and held it in both fists.

"To buy Kal-El some time." Lara set her hands on top of his and for a moment Jor-El thought that she was going to stop him. Yet when she looked into his eyes, he saw the fiery determination and iron will that made him fall in love with her and nodded. They took the crystal in their hands together and pulled.

A pair of green-and-red blurs flew out of the opening in the roof of Jor-El's lab and made a line straight for Galactus. The Silver Surfer flew at them like an arrow and tackled Jor-El through the burning ruins of a field of glass trees while Lara smashed into Galactus's jaw and staggered the giant. As they fought, neither Galactus nor his herald noticed a tiny ship rocketing out of Krypton's atmosphere and blinking away in a pinprick of light as it made the jump to hyperspace. Jor-El and Lara's powers only lasted them for moments, yet in those moments they burned as brightly and fiercely as stars.

OoOoOoO

Charles Xavier sat in the study of his manor at a chess table and carefully watched the expressions of his opponent as he planned his move. The man sitting opposite of him was Erik Lehnsherr, his closest friend. Like Charles, Erik was a mutant, a member of the species dubbed "Homo Sapien Superior". Where Charles was the master of the mentality, including powers telepathy and telekinesis, Erik was the master of magnetism, able to control any metal that could be magnetized as well as the power to manipulate magnetic fields themselves. Erik's head of salt-and-pepper black hair was currently obscured by a helmet Erik had devised to protect himself from Charles's powers for just this situation.

"I've told you before," Charles said with a playful weariness, "You don't need to wear that thing for this game. I'd never stoop to cheating, Erik."

Erik looked up at Charles and moved his white knight to take Charles's black pawn. "It never hurts to take precautions, friend. Never know what you might see when you're snooping around in my mind." Charles's face reddened slightly and the two friends shared a chuckle. "So you mean to go through with it?" Erik asked once their mirth had passed, "Turning the manor into a school for young mutants?"

"I certainly do," Charles replied as he took Erik's knight with his rook, "As I've told you before. You remember how you were as a boy, learning to control your powers. Blind and stumbling and lashing out. I was much the same." Erik raised an eyebrow and smirked. "What?"

"Charles Xavier, lashing out?" he asked in a tone that was humorously incredulous, "I'll believe it when I see it." Charles rolled his eyes as Erik moved his bishop.

"My point is," Charles explained, "We were inexperienced with our powers. We learned how to control them but it was an ugly business because we were alone. With this school, children would not be alone. We could guide them, help them, so that they might be able to prove to humans that we aren't dangerous or to be feared." Charles moved one of his pawns and Erik scoffed.

"That sounds like hiding to me, Charles," Erik said as he moved his hand back and forth across his side, choosing what next move to make. "We should be bold, bring ourselves to the forefront, _force_ humanity to accept us, not cower in the shadows." Erik brought his queen forward as he spoke.

"Humans will never accept us if we inspire fear," Charles shot back, "You're talking about the kind of mentality that incites a war."

"Are you afraid of war, Charles?" Erik snapped. "Do you think we could actually _lose?_ If you do, you're softer than I thought."

'This is not about strength!" Charles spat with surprising vehemence that made Erik straighten in his chair. "If I wanted this to be a matter of _force,_ I could drive over to Washington _today_ and crush the president's mind with a thought!" As Charles spoke, he felt a pressure on his mind, as if a particularly powerful mutant presence was nearby, coming closer and closer. "This is about acceptance, and mutual trust and… and…" The power overwhelmed Charles, making his head go light as his collapsed out of his chair.

"Charles!" Erik cried out in distress as he dove out of his chair, quarrel forgotten as he went to his friend's side. "Charles, what's wrong? Are you alright? What's going on?!" As quickly as it came, though, the power passed, and Charles blinked his bleary eyes and shook his head.

"N-nothing," Charles stammered out as Erik helped him to his feet, "That was just… strange." He looked out the window and across the horizon while wondering what the hell had just happened.

OoOoOoO

Stephen Strange was hiking up the snow-covered peaks of the Himalayas in search of his last grasp at hope. He'd heard stories of the Ancient One, a being of great and mystical powers. Stephen Strange was a man of science, a doctor. He had no use for fairy tales and hocus pocus. But anything, _anything_ that might restore his ruined hands and give him back the life he'd lost…

Stephen paused for a moment as he watched a bright flash of white light streak across the sky. A shooting star, perhaps? Strange couldn't say why but there was something oddly… hopeful in that sight. It put a renewed vigor in his step as he continued his climb.

OoOoOoO

Reed Richards' desk was a complete disaster area. For a man obsessed with scientific accuracy and precision, his desk was a clutter of wadded up and discarded formulas, coffee rings, sticky notes, and pens with the ends practically chewed off. Taking up most of the space, however, were the three typewriters sitting side by side by side while Reed worked on his three simultaneous dissertations on quantum physics, rocketeering, and philosophy in turn. Reed stopped for a moment to rest his weary fingers and take a few puffs from his herbal cigarette. If only his fingers were as durable and flexible as the capacity of his mind.

A massive rumbling suddenly filled his dorm room and Reed shot out of his chair with his smoke clenched in his teeth as he spread out his arms to keep his various books and models from falling off the shelves. One particularly heavy book, Isaac Asimov's "Fantastic Voyage", was just out of Reed's reach. It took a quick voyage of its own and fell right on top of his head, causing him to cry out in pain. The quakes soon passed and Reed slumped back into his chair in shock. It was as if a plane had just flown ten feet over the roof of his apartment!

"Victor!" Reed called, "Did you hear that?" The only reply from his roommate's room across the hall was an indecipherable grumble of the affirmative. Reed shook his head and returned to his work, typing furiously away. He wondered if Victor would ever find something to focus on besides… whatever that project of his was.

OoOoOoO

Tony Stark was deep in his workshop or, as Pepper Potts so quaintly described, his "mad laboratory", up to his elbows in engine parts as he attempted to disassemble and reassemble a Cessna 182 engine and fit it inside a '75 Thunderbird. Not for any particular reason, of course, just to keep his mind working while he waited for Obidiah to come in with the next military miracle he was supposed to whip up. The speakers were blasting "Shoot to Thrill" so loudly that Tony couldn't hear anything but his own thoughts in his head and, when he occasionally had to check, the thrum of his heartbeat. He did notice, however, when one of his wrenches vibrated straight off his workbench and clattered onto the floor. Tony stared at the wrench while sipping his third highball of the afternoon and smeared the expensive and delicate crystal with grease.

"Huh," he muttered as he casually tossed the glass over his shoulder to land in the wastebasket and shatter, "Weird."

OoOoOoO

At seven thirty in the morning on June 18th, an alien spacecraft appeared in Earth's orbit out of hyperspace and crashed into the heartland of America. Within thirty minutes, the ship and its cargo had been appropriated by SHIELD agents and brought to SHIELD Headquarters in Washington DC for analysis. One particular piece of cargo had been brought to Nick Fury's attention, and now the Director of SHIELD was somewhere in the ass-end of the science department. He was dressed in his field tights with his guns in all his various holsters and a cigar clamped between his teeth as he stared with his one good eye at a baby on the other side of the glass, sitting on a red blanket and holding a crystal about the length of Fury's hand in both of his little fists.

"Alright, Hamilton," Fury muttered as he puffed smoke, "The hell am I looking at here?" Emil Hamilton, one of SHIELD's chief scientists and a leader in the fields of astronomy and xenobiology, straightened his tie while his young assistant, Jennifer Walters, nervously fidgeted her glasses with one hand while the other held her clipboard in a tight grip.

"Firstly, Director Fury, I would prefer you didn't smoke in here. The air is supposed to be clean of any toxins or other dangerous chemicals." Fury gave Hamilton a long, hard look and the scientist stammered for a few seconds before continuing. "Wh-what I mean to say," Hamilton said as he gestured toward the baby, "Is that this boy, despite only appearing to be about six months old, already has the strength and coordination of a five year old." The infant got up to his feet and waddled around his little enclosure. Ms. Walters waved at him and smiled before she realized Fury was looking at her and nearly hid behind Hamilton. "We've tried to take blood samples but… but all of our needles just break on his skin!" That was certainly a surprise. Fury looked at the baby as his hands padded against the glass window and he let out a gurgle. "We did manage to get a swab from his cheek and collect some hair samples, and from what we can tell, whatever he is, the child's DNA is surprisingly similar to a human's, although with a few differences in cellular structure. There's some component in his cells that we have yet to identify that seems to absorb solar radiation and convert it into energy." Fury nodded, stroked his chin, and raised one eyebrow. Emil took the pantomime code for what it was and turned to his assistant. "Uh, Jennifer," he said, "Would you mind going back to my office? I think there are some documents there about the infant that the Director would like to see." Jennifer hurried off and Fury waited until she was well out of earshot.

"So how can we kill it?" The question hit Emil Hamilton like a baseball bat to the lungs.

"Wh-what?" he stammered out in horrorstruck confusion. Fury's stony expression never so much as flickered. "Jesus Christ, Nick. He's a kid."

"He's an alien body, no different from one of those things in the Schwarzenegger or Weaver flicks, except this one looks cute. If he's carrying some kind of alien pathogen, or he has acid blood, hell he might emit a radiation that makes people's brains leak out their tear ducts, we don't know! If he's dangerous, I have a duty to my country and to the world and so do you, doc, to put their lives over his."

Emil took a handkerchief out of the breast pocket of his labcoat and dabbed at his forehead before tucking it away again. "W-well…" Emil sighed as he looked back at the baby through the glass, who had fallen back into a sitting position and was grabbing his toes. "You take a spike, and you put that spike on a five ton press with the business end on his chest. Y-you, you s-start the machine a-a-and after about an hour…" Emil swallowed and tried his hardest not to imagine the screaming, "H-his chest would be cracked open and you'd be able to access the internal organs." Fury nodded and rubbed his chin again for a few moments while leaving Emil in agonizing silence.

"Eh," he muttered with a dismissive wave, "Keep him overnight, run some tests and make sure he's clean. Have your assistant send those papers to my office." Emil let out a sigh of relief as Fury made his way for the exit. With one foot out the door, however, Fury stopped and looked over his shoulder. "Hamilton," he asked, "What about when he gets older? What do we do then?"

OoOoOoO

Two days had passed since the baby had fallen out of the sky and as Nick Fury looked over the papers on his desk, he still didn't know what to do with the damn thing. Once Emil had checked and triple-checked the kid to make sure he wasn't a health risk, Fury'd called the president. The man had his own ideas about what to do, raising the kid in the American heartland in a simulated family in a perfectly controlled environment to be the perfect patriot. Which sounded like the most garbage soviet brainwashing Fury had heard of outside of that stupid Red Room he'd found Romanova in back in the sixties. He'd said as much to the man's face and, well, he wouldn't be going back to Washington anytime soon.

They could, he supposed, dump the kid off at some orphanage and hope for the best. In hoping for "the best", however, the boy could get picked up by some abusive wackjobs or a couple of religious fanatics who'd make him think he was Jesus come again. Christ, wouldn't that be a mess?

For a good five minutes, Nick Fury had seriously contemplated just throwing the little bastard back into space.

A knock at Fury's door took him out of that idea and brought him back to frustrating reality.

"Come on," he called as he cleared a space on his desk and stamped out his cigar in the ashtray. The door swung open and agent Richard Parker stepped inside. "Parker," Fury asked in surprise, "The hell are you doing here?" The young man, tall and handsome with a thick coiff of brown hair, took the chair opposite of Fury's and propped his elbows on the desk.

"Seems you've got a bit of a problem on your hands, Nick," Parker said with more than a hint of sarcasm as he looked at the papers strewn across the desk. If he wasn't Fury's best field agent, he'd reach across the desk and clock him. "I think I might be able to help."

"Oh yeah," Fury asked sarcastically, "How's that? You offering to take him in?" He smirked. Richard didn't. "Jesus, Joseph, and Mary. You are, aren't you?" Richard Parker's face, often adorned with a smirk or a waggish grin or a half-prepared quip on the tip of his tongue, only offered Fury a slight shrug and a sheepish smile.

"Mary and I have been trying for a child," he explained, "But it's just not working. We've been considering adoption anyway and, well…" he shrugged again as Fury leaned back against his chair and ran a hand through his hair.

"Christ almighty, Parker, I'm not running an agency or a kennel! This kid is an _alien._ We don't know what might change as he gets older! Hell, he doesn't even look like you!" Fury stabbed a finger down at a photo of the infant on the table and Richard followed his finger down to it.

"Well," he began while stretching out the word, "He's got the same hair as me. He's almost got Mary's nose… heck, my brother Ben's got blue eyes." Fury groaned and shook his head.

"You're serious about this, aren't you?" He asked in disbelief. "Hell, Parker, do you know what this'd mean? You and Mary's field lives would be over! You can't raise a child in this line of work. Why the hell do you think I've got three wives and none of my kids talk to me?"

"I know," Richard agreed, "Mary and I have talked about it. It wouldn't be fair to our child to always be disappearing for months at a time. It wouldn't be fair to my brother and my sister in-law to make them help raise the baby. So we agreed that if it came to it, we'd request an extended leave of absence." Richard sat up straight in his chair, squared his shoulders, and looked Fury straight in the eye. "And that's what I'm doing now, Director Fury." Fury settled in his chair and his eye widened as the words settled in.

"Jesus," he muttered for what felt like the fiftieth time that day, before reaching across the table and shaking Richard's hand. "Alright, Rich. Ya got yer damn kid. Go downstairs to the science department and talk to Hamilton, then you'll have to go see Alice in resources to get everything straightened out. You should be able to to take the kid home in a couple days." Richard took Fury's hand in his and shook it enthusiastically, grinning from ear to ear.

"Thank you, Nick," he said earnestly as he stood up from his chair, "I promise, you won't regret this." Fury rolled his eyes as Parker made his way for the door.

"I'm already regretting it," he called, "I'm losing my two best field agents!" He heard Parker laugh as the door shut and shook his head. He must be getting soft. Still, it wouldn't be the worst upbringing for the boy. The Parkers were good people. They'd raise the kid right. Hell, who knew? In twenty years or so, the kid might come back to work for them. Wouldn't that be something? A Super-Agent.

"...I'm losing my mind."

OoOoOoO

Mary Parker smiled at the baby boy sitting on the kitchen table in her and Richard's kitchen table, laughing when she played with his toes and he let out a bright and bubbling giggle. He was such a beautiful baby. Next to the boy was a box with the blanket and crystal the boy had come with. Mary didn't know how Richard had convinced Hamilton to let him take the objects but it didn't really matter. They had a son! She smiled at him again and rubbed her nose against his, causing him to giggle again. Richard was in the next room on the phone with his brother.

"Yes, Ben, I'm serious. We're moving upstate, maybe Rochester or Syracuse. Don't worry about money, Mary and I can afford it." Richard paused as Ben said something on the other line. "C'mon, Ben, I'm not a wild college kid anymore," Mary doubted Richard had ever been 'wild', "I know how to manage my money. Yes, and how to live responsibly. I'm telling you, Ben, Mary and I want him to have the best of _everything._ Wide open spaces, clean air, he'll see the Adirondacks and Niagara Falls. It'll be great!" What he would never tell his brother, Mary knew, was the information that Emil Hamilton had given them: that those wide, open spaces would be better for the baby's incredibly powerful senses until he learned to control them. Richard paused again and nodded for a few moments. "Well, yeah, sure," Richard said as he broke out in a wide grin, "Of course you can come visit! And it's not like we're moving tomorrow. There'll be plenty of time." Richard listened and nodded again before looking back into the kitchen and smiling. "All right, Ben, I've gotta go. We'll see you and May next week." He paused as his mouth turned up in his usual smirk. "Don't suppose you'd help us pack, would ya?" He paused for an answer and laughed. "Didn't think so. I'll talk to ya later, Benny." He hung up the phone and walked to the kitchen, sitting at the table at the seat perpendicular to Mary. "You two seem to be getting along pretty well."

Mary beamed as the baby held one of her fingers in his tiny hand. "Oh, Richard, he's wonderful!" Richard smiled and tousled his soft brown hair.

"He sure is," he agreed before turning to look at his wife. "Jeez," he muttered, "In all the excitement, I forgot that the kid doesn't have a name!" Mary had a mischievous twinkle in her eye and Richard grinned. "Oh, I know that look. You've already got a name, don't you?"

Mary nodded and took her finger from the boy's hand to stroke his face. "It came to me almost as soon as I saw him. I was hoping to name him after my grandfather." Richard's eyebrows nearly shot off his forehead. "What?" She asked incredulously.

"That old battleaxe?" Richard asked in surprise. Mary shot him a look and he held up his hands defensively. "All right, all right," he said in a resigned tone, "Peter Parker it is." He looked back at Peter, who was looking back and forth between them. "You like the sound of that, Peter?" Peter let out another burst of giggles and eagerly clapped his hands. Richard and Mary laughed as well and he supposed that was that. Peter Benjamin Parker.

OoOoOoO

Four years rushed by for the Parkers. Packing, moving, painting, unpacking, and making their new house into a home. Ben and May visited every few weeks and they fell in love with Peter practically on sight. Peter's aunt and uncle loved him just as much as his parents did. Their new life wasn't without its chores and challenges, glad ones, mostly. Some were the ones you expected with moving and raising a child. Then there were the other things. The unnatural things Peter could do, and the natural things that… never happened. Never a bruise or a scrape, never blood. Richard couldn't imagine what went through his son's mind on those occasions. And because he couldn't, Richard would worry sometimes that he'd fail Peter when he got older and came to him for guidance.

Still, Peter was a wonderful boy. Always easy to smile and laugh and finding the joy and wonder in just about anything. No two parents could have asked for a better son. And Mary was a wonderful mother, born to it as she'd always known. They had a wonderful life.

Then a knock came at their door one day and that wonderful life came crashing down around them.

It was early October and Mary had Peter in the backyard, taking pictures of their son playing in the fall leaves while Richard was in the bedroom, writing a letter to Ben if anything ever happened to them and Peter had to live with his aunt and uncle. He put everything in the letter, leaving nothing out, and put that letter in the box with Peter's blanket, that strange crystal, and a letter for Peter himself. A knock came at the door and Richard got up to answer it.

Nick Fury was standing on his front porch, dressed in a shirt and tie with slacks and a long coat. Bizarrely enough, he had no cigar. He didn't even smell like smoke.

"Director," Richard said as he took a step back in surprise, "What're you doing here?" Nick looked around the area amicably with his hands in his coat pockets.

"You two picked out a nice place," Nick said amicably before gesturing inside with his head, "Mind if I come in?" Richard shook his head and stepped aside to let Fury into the house before going to the back door.

"Mary," Richard called, "I think you should come inside! We've got company!" Mary smiled and waved before scooping Peter up under one arm with her camera still around her neck. Peter giggled and pulled away to sprint toward the house with Mary chasing fruitlessly after him. Peter rushed into the house but came to a sudden stop when he saw Fury standing in the middle of the living room.

"Daddy," Peter asked softly as he looked up at the strange man who was missing an eye, "Who's that?" Nick dropped into a crouch to get on level with Peter and spoke to the boy in a tone and with a softness in his face that Richard had never heard nor seen before.

"Hiya there, Peter," Nick said as he held out his hand for Peter to shake, "I'm Nick. I'm a friend of your parents'. I've heard about you, kid. Your dad tells me you're really special." Peter smiled as he shook Nick's hand. "You started school yet?"

"Nuh uh," Peter replied as he warmed up to the stranger, "Mommy said I won't go to school til after it snows."

"Won't that be nice?" Nick asked. Peter nodded and, if Richard couldn't sense the lingering gravity of Nick's visit as Mary entered the house, he'd be recording this moment and using it as blackmail.

"Peter," Richard said, "Your mom and I need to talk to Nick. Why don't you go to your room, okay?"

"Okay, daddy," Peter said with a nod as Nick stood back up, "Bye, Mr. Nick!" Fury chuckled as he watched Peter waddle off to his room and shut the door. The second he heard the door click shut, it was like a switch went off and Fury's face returned to its normal stony expression.

"What's going on here, Nick?" Mary asked as she put her arm around Richard's at the elbow. Fury sighed and looked down at the floor for a moment before looking back up at them.

"I need you to come back to the field." Richard and Mary stared at him in shock, completely taken aback.

"Nick," Richard insisted, "Y-you can't be serious! We can't just leave Peter!"

"I'm _very_ serious," Fury assured them. "It's the Red Skull."

"He's _alive?!"_ Mary asked in disbelief. Fury nodded slowly with a sour expression. "But how? And why? What's he planning?"

"That's what SHIELD needs to know," Fury told them, "And that's why I need my best field agents to go undercover to Turkey and find out." He studied the worried expressions on Richard and Mary's faces and it put a knot in his stomach. "If I had any other option," he admitted, "I'd go to someone else. But this is the most serious issue SHIELD's ever faced. If the Red Skull's popping out of the grave, he could bring HYDRA back to its full strength. And as the only one in this room who _lived_ through that period, I'd prefer we had whatever information we could get our hands on to avoid that situation."

Richard and Mary shared a long look, the sort of look that Nick, as a married man, had been locked in several times himself. The old silent conversation, every twitch of the lip or raise of an eyebrow a whole damn soliloquy. It took all of thirty seconds for the conversation to finish before they turned back to Fury with expressions that were simultaneously resigned and resolute.

"How much time do we have?" Richard asked, "We need time to get everything straight. You know, drop Peter off at my brother's, a-and that sort of thing."

"I can give you three days," Nick told them flatly, "Any more than that and we're stretching it." The couple nodded and, as Fury left, he found himself wishing that one of them would have socked him in the jaw. At least then he'd have something to think about besides the fact that he felt like a complete heel.

The three days rushed by. Most of the things they had needed to do were what Richard and Mary already had plenty of experience in. Packing luggage, receiving false identities, researching the area they'd be dropped into, and contacting Ben and May. The hardest part had been explaining things to Peter, as they had been dreading.

"But why can't I go with you?" Peter asked as they stood in Ben and May's living room. Mary was chewing her lip to keep from crying as Richard got down on one knee to look Peter in the eye.

"I told you, Pete," he explained gently, "Your mom and I have to go help Nick with something serious. Things could be dangerous and we don't want you to get hurt."

"But I never get hurt!" Peter protested. Richard hated to admit that the boy had him there. Still, he had to think of a way out of this one.

"You haven't _been_ hurt," Richard corrected as he put a hand on Peter's shoulder, "That's different. If you went with us and something _did_ happen to you, your mother and I would never be able to live with ourselves." He pulled Peter into a hug and pressed him close to his chest. "We'll be home before you know it, I promise. I love you, Petey."

"I love you too, daddy." Peter said as he buried his face in his father's chest. Richard held him for just a few seconds more before pulling away and standing up to go up to Ben and May's bedroom, giving a passing glance out the window to the car waiting outside.

"You be good," Mary told Peter as she combed her fingers through his hair and straightened his shirt, "Listen to Aunt May and Uncle Ben, do whatever chores they ask, and brush your teeth and…" Mary let out a shaky breath as she pulled Peter in for a tight embrace. "I love you, Peter," she whispered, "My baby boy."

Upstairs, Richard was handing the box with the letter and Peter's things in it to his brother. "If something happens while we're gone," Richard explains, "If we don't come back…"

"Please, Richy," Ben asked softly as he looked down at the box Richard had put in his hands, "Don't say stuff like that. You're making me nervous." Ben had an _idea_ of what Rich's job was. He and Mary said they worked for the government and that was good enough for him.

"I'm serious, Benny," Richard said as he put his hands on top of the box, "If something happens, there's a letter inside that box. You need to read it. And promise me you'll take care of Peter." Ben set the box down and smiled before pulling his brother into a hug.

"You got it," Ben promised, "We'll watch him like he's our own." Richard smiled before pulling out of Ben's hug. "I love you, brother." Ben told him. Richard nodded and squeezed Ben's arm.

"I love you too, brother." Richard headed downstairs and picked up his suitcase while Mary and May exchanged heartfelt goodbyes.

"He doesn't like almonds," Mary reminded her sister in-law after Peter headed upstairs to his room to watch them leave, "And he can't go to sleep unless you read him Peter Pan."

"I know," May assured her as she gently squeezed Mary's hands, "I know, don't worry. Does he have any allergies that I need to worry about? Peanuts, bee stings, anything like that?"

Mary shook her head. "No," she told her with a bit of a smile, "He's a sturdy little boy." She and May exchanged kisses on the cheek and Richard gave May one of his own as Mary picked up her suitcase.

"I guess we're as ready as we're going to be," Richard said.

"You take care of yourselves," May warned with that worried smile of hers.

"Same to you, May," Mary said before she and Richard walked out the front door. They made their way down the front steps and walked across the street to the waiting car before putting their suitcases in the trunk and getting in the back seat.

"It'll be fine," Richard assured her, "We're the best, remember? We'll be back to see Peter in no time." He gave her leg a reassuring squeeze and Mary gave him a half-smile. "You'll see," he told her, "It'll work out."

OoOoOoO

Six months had passed since Richard and Mary had left their son at Ben and May Parker's house. Today they'd received a letter from the government that they were missing, presumed dead. While May was in Peter's room and attempting to console him, Ben sat on the edge of his bed and held the letter Richard had written him in his hands. He'd been staring at the letter for nearly half an hour now and was no closer to opening the letter than he had been when he'd taken it out of that box. It was as if… once he opened the letter, he'd be admitting Richard was gone. Finally, Ben forced himself to realize that Richard wrote him this letter for a reason. If there was something in this letter that could help him raise Richard's son then he _had_ to read it. He owed it to Richy. It was his responsibility. He opened the envelope carefully and pulled the letter out, unfolding it slowly. The first few lines nearly brought Ben to tears. Once he got further down, though, his eyes went wide and he nearly dropped the letter.

"May!" Ben called out. "I need you to come in here!" Their lives were about to get a _lot_ more interesting.

 _Dear Benny,_

 _If you're reading this, then the first thing I want to tell you is how much I love you. I feel like I never said that enough when we were growing up, but I always have. You're my big brother, my best friend, and you always looked out for me. I wouldn't trade the years we had growing up for anything. So for that, I'll always be grateful._

 _The big reason I'm writing this letter is because of Peter. If you and May are going to look after him then there's something you need to know. Peter isn't from this planet. I know you're going to think I'm being funny, but I'm serious. SHIELD, that's who we worked for, found him crashed somewhere out in Oklahoma or Colorado, somewhere in that area. The important thing is, Peter has these abilities. As he gets older, they're going to grow stronger, and he's going to need answers. I won't be around, so you'll have to give them for me. Here's as much as we know…_

* * *

So hey! I'd been tooling with the idea of a Marvel Superman story for a while now when this idea hit me, so you'll be seeing a few ideas in here that would have shown up there anyway. No, this won't be taking priority over "Faster than a Speeding Bullet" or "With Great Power", and I'm sorry those haven't updated in forever. I still hope people have fun reading this, since I've had so much fun writing it!


	2. The Coming Dawn

Two

The Coming Dawn

Five hundred years before Krypton's destruction, Loki Odinson sat in a chair by one of the roaring hearts in the halls of Asgard, his fingers steepled and a sour expression on his face. Nothing. It had all been for nothing.

"Brother!" Boomed a voice that filled the halls. Loki slowly turned to see Thor Odinson, his brother and best friend, striding toward him with mighty Mjolnir bouncing off his hip, his winged helmet under one arm, and his red cape billowing with every step. As Thor approached, Loki could not fight the smile that the sight of his brother brought to his lips, weak as it was.

"Hail, Brother," Loki greeted with as much pleasantness as he could manage, "What brings you to me?" He had to stop an instinct to wince as Thor clapped a massive hand onto one of Loki's shoulders. Thor smiled as he looked down at him. Thor was always smiling, as if he knew some great jape that he had not yet decided to let the rest of the nine realms in on.

"You have missed the call to sup," Thor explained, "Come, sit with me! The brother of Thor should not go hungry!" Loki smiled but only shook his head.

"I fear I am taken ill, brother. I would not want to bring a plague onto your friends. Lady Sif hates me enough as it is." Thor threw his head back and let out a booming laugh, his perfect teeth shining white in the firelight.

"As if the Prince of Thunder or Sif and the Warriors Three might be laid low by a mere cold!" He shook Loki's shoulder eagerly, perhaps _over_ eagerly. "Come now, brother. Sif has grown accustomed to the new black hair that the dwarves crafted for her. She may even thank you. I know that I do, for a certainty." Loki smiled and waited for his eyes to stop spinning in his head before pushing Thor's hand away.

"I appreciate your kindness, dear brother, but I find I have no appetite." Thor frowned and took the seat across from Loki.

"I can see something troubles you, brother," Thor said. Perhaps, Loki thought, his brother was more perceptive than he had given him credit for. Or maybe he really did look as miserable as he felt. "You know that can always tell me these things, do you not? And father as well?" Loki said nothing and Thor looked at him with eyes as blue and fiercely bright as a clear afternoon sky before he stood again and patted Loki's shoulder. "I shall make sure a plate is saved for you, brother, for when your hunger returns." Then he walked away and, as soon as Thor was out of eyesight, a single tear rolled down Loki's cheek. It had all been for nothing.

OoOoOoO

Three weeks beforehand, Loki had endeavoured to visit the Oracle and so had ventured to Olympus, home of the Dodekatheon, to find the nexus point that would take him to where she would be closest in Midgard. It had taken Loki nearly a day to find the hooded crone, sitting in a stone circle on an old wooden chair and with earthen cauldrons of herbal steam rising and obscuring her. Loki knelt before her and put the bag he had brought with him at her feet, offering it to her as payment.. The Oracle reached down slowly with her shriveled, claw-like hands and pulled the drawstring to run her fingers through Lady Sif's hair of spun gold.

It was not enough for one to present the Oracle with something merely valuable. If that were the case, she would be drowned in rubies and sapphires and diamonds from wealthy mortal lords desperate to avoid their gristly fates or learn how to crush their enemies. An offering must be valuable to the one giving it away, but it must also be a sacrifice. Loki had loved Sif's golden hair. It highlighted the shape of her face and heightened her beauty. There was its value to him. Cutting it had deeply damaged their friendship as well as what little goodwill he had earned with the Warriors Three, and worse still strained Thor's relationship with them all for continuing his friendship with Loki. There was the sacrifice.

The Oracle inclined her head ever so slightly and the bag vanished inside her cloak. "Speak," she croaked out in a voice as dry and papery as the very concept of time.

"Oracle," Loki said as he looked up at her from his knees, "I beseech you. I know the ways of prophecy. I know that I am fated to betray my brothers and my father, that I am fated to bring about Ragnarok and bring an end to all of Asgard. I know these things… and they break my are my friends. My people. I could never betray them. Please, help me. How can I change this? How can I make it so that this never comes to pass?" A long time passed. For a moment, Loki worried that there was no answer. There was nothing to do. He looked down miserable at the ground

"The Star-child," the Oracle whispered, and Loki's head snapped up to look at her with rapt attention. "The Star-child will come. He shall change the world." Loki nodded eagerly and leaned forward.

"Then if I find this Star-child, he will help me stop Ragnarok?" But she did not seem to hear him.

"He will be mighty beyond mortal knowing. Yet it shall not be his strength, but his heart, that is his greatest power. When others talk of bringing Vengeance, the Star-Child shall bring Justice." Justice? What was she prattling about? Loki felt his anger begin to build the longer she spoke. "The Armored Man shall hate him. The extraordinary ones shall love him. The shifters will cower at the sound of his name."

"What are you saying, damn it?!" Loki demanded as he rose to his feet. "Answer my question, you miserable hag!" She continued to ignore him.

"Doomed planet. Desperate scientists. Last hope. Kindly couple. Superman."

"What the hell is a Superman?!" Loki snarled as he grabbed the Oracle's shoulders and shook her furiously. "Answer me, damn you!" But she did not answer. She just kept saying that word, over and over.

"Superman. Superman. Superman. Superman." Loki flung her back into her chair and raised his hands to cast a spell with killing intent… then the blue sky instantly turned black with stormclouds and rumbled with thunder, snapping Loki out of his murderous rage. Loki sighed and dropped his hands in disgust and trudged back to Asgard in a black fury. A waste of time.

OoOoOoO

"Superman." Loki spat contemptuously. What the hell _was_ what? Armored men and shifters and extraordinary ones. The babbling nonsense of a senile old woman. That had been his last, best chance. He stared miserably into the fire and for the briefest flash, he was certain he saw the face of Surtur. Perhaps _that_ was the only sign he was meant to see. That there was no point in fighting it. That he was damned to play the villain and bring about the end times. ' _If evil is my destiny,'_ Loki thought as his face twisted into a murderous sneer, ' _Then evil I shall be.'_ And if this "Superman" would dare cross him, so much his folly.

OoOoOoO

As Tony Stark's Corvette pulled into the parking lot of the Triskelion, he hoped that this trip across the country to New York was worth the effort. New York looked like crap compared to San Diego. He hopped out of the car, humming Jimi Hendrix to himself as he twirled the key ring on one finger as he walked into the building, dressed in jeans, a suit jacket, and a Metallica T-shirt.

"All along the watchtower…" he muttered under his breath as he was led through security checkpoint after security checkpoint and wanded half a dozen times. Honestly, he thought it was a bit of overkill. He was Tony Stark, for crying out loud. Why would he steal from SHIELD? If he wanted something from them he could just _buy_ it. Eventually, though, the last person in the chain of agents, a chipper young woman named Maria Hill, brought him to the science building.

"Director Fury and Professor Hamilton are right through this door, Mr. Stark," Hill explained with a smile and a quick salute. Not really sure what to do with that, Tony gave a half-hearted salute and walked through the door. Sure enough, Nick Fury was on the other side of that door with Emil Hamilton next to him. Fury with his hands behind his back and his feet planted, Hamilton with a file folder filled to bursting with papers under one arm. Neither of them looked especially happy to see Tony, which was fine. He didn't need people to like him. They were standing in front of a giant cube of some kind of black glass. Tony guessed that Nick would push a button and then the glass would turn transparent, showing him whatever Nick was hiding.

"I just want you to know, Stark," Fury began, "That I'm not happy it had to come to this. Your father was a giant pain in my ass and, from what I've read, you'll be one, too." Tony gave him a smirk and shrugged.

"Yeah," he admitted, "But you need me. 'Cause I'm objectively smarter than your whole science division. Heck, I'm the smartest guy on the planet." Hamilton bristled at the assertion, as all smart men do when someone smarter than them shows up. There was that Richards stringbean who lived around here, but despite both being from California and both going to many of the same colleges, they'd never met. So Tony hadn't had a chance to prove he was smarter yet. Which he knew he was. After all, the guy ate shrooms and smoked who knew the hell what. He'd said as much in that one Time interview. Not that Tony'd read it. Breezed through it, really.

"Actually," Fury said, "I tried calling that Von Doom guy first. But no one's heard from him in years and he's apparently left the country, went back to Latveria or somethin'. So, here you are." Tony smirked despite the obvious attempt to puncture his ego. That would drive up his price point. "Five years ago, SHIELD came into possession of an alien spacecraft. For the past five years we've tried to catalog all the information we could get from the craft to try and implement its technologies but we've hit something of a wall. So…"

"You called me," Tony cut in, "To take the wall down, because, hey, smartest man alive." He took the folder from Emil Hamilton and smirked at his continuingly-reddening face. "Oh, I'm sorry, how many degrees do _you_ have?" Hamilton huffed as Nick Fury rolled his eye and tapped a button on the surface of the glass. As Tony had suspected, it instantly turned clear to reveal a spearhead-shaped enormous blue-white crystal. _That_ was a spaceship? Tony was already impressed before he started flipping through the folder. Due to his accelerated intellect, the childlike glee at seeing an actual goddamn alien spacecraft right in front of his face and immediately switched into his natural state of mind: the tinkerer, the problem solver. It took Tony maybe a minute to read through the files and the lack of real information he had to work with almost gave him a migraine. He let out a groan as he pinched the bridge of his nose and groaned as he dropped the useless folder to the floor. "This is all the information you've compiled in five years?" He asked.

"Yes," Hamilton told him firmly, as though he'd been challenged, "The result of meticulous collection and categorization of informat–"

"Yeah, yeah, whatever," Tony muttered as he took a small flask out of the inside pocket of his coat and took a quick swig out of it. "So what happened to the crystal and the cloth that were inside with the baby. Where's that kid, by the way?"

Emil's face reddened slightly and he looked down at his shoes. Oh, that was just a _wonderful_ sign, wasn't it? "I gave the cloth and the crystal to the agents who wanted to adopt him."

"And where are they?" Tony asked, arms crossed over his chest and one eyebrow raised.

"Missing," Fury cut in with a tone that said he didn't appreciate Tony's tone on the subject, "Presumed dead. We lost track of the kid, which means we lost track of the stuff that came with him." Tony let out a frustrated laugh and shook his head as he looked up at the ceiling.

"O-okay," he sighed, "Let me try to explain why you people are fucking idiots." Fury and Hamilton stared at him, bug-eyed with their mouths wide open. Clearly they hadn't expected _that._ Which was the least of the things he was about to tell them. "You had access to artifacts from a non-human civilization, not to mention an actual goddamn alien lifeform under your fucking noses! This whole file," Tony gestured to the folder by kicking it across the room, "Is half-filled with redundancies and guesswork, because no one's talking to each other. This is why you people are incompetent and why espionage should stay out of the sciences. You're keeping secrets from each other so the right hand doesn't know what the left hand is doing. And what _has_ the left hand been doing for the last _five years?"_ Tony got right in Hamilton's face at this point. "Jerking off, that's what! Five years, you've lost _three_ extraterrestrial bodies, and all you've got to show for it is a fucking paperweight!" Tony took a few seconds to catch his breath, take a step back, and slick back his hair.

Judging by the tightness in Nick Fury's jaw, the director would have liked nothing more at that moment than to shoot Tony right between the eyes. "Well, smart guy," Fury said dryly, "Now's your chance. I'll give you one year to give me everything you can find on this craft that can be useful for SHIELD. If you think that you're smarter than the entire science division, go ahead and name your price." Tony smirked and picked a piece of paper up off the floor from when he'd kicked the binder and took one of Hamilton's pens. He scribbled a number onto the paper, added a few more zeroes for that Doom comment, then folded it in half and handed it to Fury. Fury unfolded the paper and Tony couldn't suppress a chuckle as his eye widened and his eyebrows jumped up. Then his face returned to its neutral disgruntled expression and he tucked the paper into one of the pouches on his suit. "How about we _start_ there," Fury told him, "And then I'll deduct from the price based on how disappointed I am?"

Tony smirked. "You won't be disappointed," he assured Fury. Fury smirked right back and for some reason that scared Tony.

"Y'know something, Stark," Fury began to say before Tony cut him off.

"I know a lot of things. That's why you called me."

"One of these days, your attitude is gonna bite you in the ass and things are gonna blow up in your face. I hope to God I'm still alive when it happens because I'm going to laugh my ass off." Tony rolled his eyes and gave Nick a pat on the shoulder. The rest of that day was filled with Tony filling out nearly a thousand pages of confidentiality forms and nondisclosure agreements and spent the night soaking his wrist in a bucket of ice. Yet all the while he was just thinking, thinking, thinking about that crystal ship.

That year whizzed by, almost every day a rush of scientific discovery. The crystal technology allowed for a _massive_ upheaval in the way SHIELD could store data in its computer servers, giving SHIELD the most powerful and most secure computer technology on the planet. Tony also cracked the propulsion system of the ship, which allowed SHIELD to bring the idea of their Helicarrier from fantasy to reality. That one he decided to make a mental note to put in his back pocket for himself, as well as the structural component of the ship's outer shell to make the strongest metal outside of adamantium. That would definitely come in handy for something, even if only as an additive component in alloys. The stuff would be _absurdly_ expensive to manufacture. Tony filled a book with all of the information and technology he'd collected from the ship but the most interesting piece actually wasn't _from_ the ship. Scattered all over the outside of the ship were thousands of tiny particles of radioactive material. Tony collected the particles and fused them all into a ten pound rock about the size of an ostrich egg. SHIELD kept that little chestnut for themselves, saying that they were going to use it for an alternative energy source. Tony kept his bases covered, though. He slipped one of the scientists a couple grand to send him a copy of the mineral and atomic makeup of the rock once they'd discovered it themselves. He always wanted to synthesize an element of his own. In the end, Fury still decided that he was "disappointed" and stiffed Tony… by fifty cents. Petty bastard.

Tony's favorite little invention was one he kept for himself, however. A radar device that he kept on the roof of Stark Tower that would go off whenever another piece of Kryptonian technology was detected as going active. Whenever that kid popped out of wherever they'd lost him, Tony'd be the first to know. He was kind of hooked on this Kryptonian stuff. It was almost dull to go back to his regular weapons contracts. He hoped something interesting would come along again.

OoOoOoO

"Peter Parker!" May Parker shouted as she pounded on his bedroom door. Honestly, how could a boy with his kind of hearing sleep through an alarm like that? If he didn't shake a leg soon, he was going to miss the bus, and the boy had been talking about this field trip for the past month! "Peter Parker, get out of bed! You're going to be la–" There was a whoosh of air as a Peter-shaped blur rushed past her, zipping back and forth from the bedroom to the bathroom to the kitchen and then out the front door. "Peter, wait!" May called after him, "You forgot your gla–" The blur returned to the house and into Peter's bedroom, then back out again. May sighed and shook her head in bemusement, rubbing her cheek where she suddenly felt that Peter had kissed her. "I'll never get used to that boy," she muttered as she looked back at the tornado alley that had been Peter's room.

"Yeah," Uncle Ben said with a chuckle as he reshuffled the blown-around newspaper he'd been reading at the kitchen table, "That's our boy, alright." May grinned and took the paper out of Ben's hands. "Hey!"

"You're going to be late, too," she told him as she flipped to the crosswords, "And you don't have super speed. So you'd better get going." Uncle Ben gave her a lopsided and good-naturedly annoyed grin before he stood up from the table and gave her a kiss.

"I guess I'll get going, then." Ben told her, picking up his suitcase and his suit jacket before heading out the door and going to his office job. That left May alone in the house and, with the time to herself, she started to clean up the house. As she busied herself, May thought of how the last five years had changed their lives, and how much Peter had grown, both literally and figuratively. The boy was only fifteen years old but he was already six and a half feet tall, although they'd made sure to help him take steps so that he didn't look it. For nearly a year after the deaths of Peter's parents, he was a very shy, shut-in boy. As time passed, though, she and Ben began to see the smiling, happy, good-hearted boy they knew, helped in no small part by the friends Peter made at school, including Randy Robertson and Gwen Stacy. Ben helped impart his love of comic book heroes onto Peter, even sharing his old Captain America books, back before they were discontinued for apparently being in "bad taste", which had given Peter a love of comics all his own. Which, of course, had led to a few questions when Peter was about twelve.

First and foremost was "Why can I do all of these things", which May supposed was the most important question when you sometimes accidentally looked through people, or when Peter froze his sixth birthday cake to the wall. They'd had to explain things to Peter as best they could based on the letter Richard had written Ben before he and Mary's disappearance. From that very day, May could see the wheels began to turn in Peter's head. It had all started when the Fantastic Four's ship had crashed. Peter had been glued to the television set on that fateful day and May would never forget the look in his eyes. It hadn't been one of grief or shock or horror as someone else might have felt. Instead, May recalled, Peter had just looked so painfully… guilty.

"I could have done something," Peter had told her as they watched the news. "I know I could. I _should_ have." May had thrown her arms around Peter and hugged him to her chest, telling him that he couldn't blame himself for these sorts of things. Not everyone can do everything, after all, and Peter would drive himself crazy if he spent his life musing over could haves and should haves. Within the next few days, once it was revealed that the Four had survived and now had incredible powers, Peter's guilt was alleviated slightly. That day seemed to be a moment that triggered a shift across the whole world, and with each successive event, she could see an idea form in Peter's mind.

Tony Stark returned after he'd gone missing a year prior in Afghanistan and, apparently, decided to call himself "Iron Man", with a gaudy suit to match. An undisclosed military event had turned a scientist named Bruce Banner into a walking natural disaster called The Hulk. Gods fell from the sky, mutants went to war with one another, devils and cats roamed New York City, and Captain America came back from the dead. May still smiled when she remembered what Peter had said to her Ben just last year.

"Do you think I could be like them? Do you think I could be a hero?" So they'd already started helping him with his "secret" identity, how to act and look and carry himself. Not to _lie_ to people, of course, but to tell them a different kind of truth, to show them a different side to himself.

Not everything was roses, of course. The mutants made Peter worry. Not _about_ them, of course, which was more than what May could say for most people, but what it might mean for _him._

"Will people hate me too?" Peter had asked. "At least mutants are from Earth."

May recalled when those horrible green men, the Skrulls, first attacked and when the Fantastic Four had fought them off, and that Blastaar fellow that the news had said came from the "Negative Zone", whatever in God's name that was, or the Kree, or that big purple horror named "Galactus". On those last two occasions, Peter had done what he could to help people, stopping buildings from collapsing and rescuing them from being trapped in their cars and putting out fires and that sort of thing, but she would always remember the terror in Peter's eyes after the events, the question he was thinking but didn't dare to say out loud.

"Am I just like them? Am _I_ going to be bad?"

May knew, of course, that it would never come to that. In her heart she knew that Peter Parker was the kindest, sweetest, gentlest boy the world had ever been given, and when he was finally ready to step out into the world, there was no telling how much good he was going to do.

Once the house was finally back to May's standards of spic and span, she went back to her and Ben's bedroom and dug out her sketchpad. In the upper lefthand corner she had jotted down Peter's measurements while the center of the sheet was dominated by various designs. None of them had felt quite _right_ yet, but today she was feeling especially inspired.

"No mask," she muttered to herself as she chewed on the end of her pencil, "And a pentagon instead of a triangle…" That Ultiman whose comics Peter liked to read so much had a blue suit. Maybe she should do that...

OoOoOoO

My name is Pietro Maximoff. Some of you may know me as the mutant "Quicksilver". I have recently discovered that I am the son of Erik Lehnsherr, the man you call "Magneto". Also recently, my sister Wanda, who you call "Scarlet Witch", and I have been invited to join a group known as The Avengers, joining the likes of Captain America, Iron Man, Thor, Ant-Man, and Wasp. I suppose there's an archer in there as well but I struggle to remember his name. The facilities at the Avengers Tower provided by Mr. Stark allow me to push myself to the limits of my speed.

I suppose it is prudent to mention that I run in excess of several times the speed of sound.

My new colleagues have often asked me why I feel the need to push myself to be faster. In truth, I have never had a reason before. It was simply to maintain myself and keep my skills sharp, motivated by what a simpler man might call "vanity", yet what I know to be self-worth. Now, however, everything has changed.

I am no longer the fastest man alive.

This morning, as I was taking my morning laps around the continental United States, something… _impossible_ happened. Someone _passed_ me. This doesn't happen. This _should not_ happen. I put on speed, trying to catch them, faster and faster. By the time I caught up to this person, to this _blur,_ I could make out their body language and posture well enough to see that I was being passed… by a _jogger._ Then, whoever this person was, they broke into a sprint and left me far behind, somewhere at the southern tip of Florida.

For an entire hour I was filled with a numb, existential dread. If someone was faster than me, then what was my purpose? In time, however, I saw that this was not a condemnation, but an opportunity. It was something that I had craved for so long. A challenge. Something to strive towards, a mountain to overcome for the first time since my X-Gene activated. So every day, I run. Every day, I push myself to the limits, because I know I must break them down.

My name is Pietro Maximoff, and I am _not_ the fastest man alive.

For now.


	3. The Night That Brings The Day

Three

The Night That Brings The Day

As far back as Peter Parker can remember, he always wanted to help people. Doing good things made Peter feel good. During one winter they were hit with a particularly nasty snowstorm that knocked out the power in most of their neighborhood. Peter helped Aunt May make apple pies for everyone who had lost power using his heat vision and had helped Uncle Ben distribute them with his super speed. It hadn't brought people's electricity back, but it was the gesture that mattered, it made people feel better and it let them know that someone cared and was looking out for them. That was what was important to Peter.

Before superheroes had come to life, Peter loved reading about them in comic books. He still did, even if they weren't quite as exciting as turning on the news. His favorite heroes were Ultiman of Big Bang Comics and Apollo of Wildstorm Comics. He felt a sort of… connection to them that he couldn't really put into words. Peter's favorite birthday present _had_ to be, hands-down, the first team-up of Captain Thunder and Ultiman after BBC bought Fawcett comics. The whole point of this is that this love of comics and capes and crusaders is probably where Peter's weird dreams came from, even before the Fantastic Four or Iron Man were things. He dreamed of flying around in a bright costume, beating up bad guys and stopping natural disasters. Helping people. It felt like what he was always meant to do.

When he'd told his Aunt May and Uncle Ben about it, they couldn't have been more supportive. Like Peter, Uncle Ben was a huge fan of comic books and had gotten him started on reading them, so it was his uncle who came up with the idea for how Peter could present himself to keep people from guessing that he might have a secret identity, from fake glasses to the way he carried himself. And Aunt May… Peter wasn't sure _what_ she had planned, but he'd noticed her buying a _lot_ of fabric.

"Come on, Peter!" Gwen Stacy called over her shoulder as Peter raced behind her and Randy Robertson. Gwen was Peter's best friend since the fourth grade, a frequent study companion, and someone that Peter totally didn't have a crush on in any way, shape, or form. Although also a nerd, she was slightly cooler than Peter, if due to nothing other than the contrast between her orange hoodie and blue cargo pants with Peter's sweater vest, white dress shirt, and khaki slacks.

"Seriously," Randy added, "As much as you've been talking about this science thing, _you're_ the one who's gonna make us late!" Randy was on the football team and his father, Joseph "Robbie" Robertson, worked for the Daily Bugle which was one of the nation's most respected papers and a place where Peter wanted to work someday. Peter, Gwen, and Randy were originally stuck together with a group project in English class, but school-enforced interaction actually wound up with them becoming friends. He also kept Flash Thompson out of Peter's hair.

"It's not a 'science thing', Randy," Peter corrected, "Our class is going to–"

"I know, I know," Randy sighed, "We're going to a demonstration on experiments in radioactivity."

"That's gonna be safe, right?" Gwen asked as she adjusted her glasses, rectangular in contrast to Peter's big coke bottle glasses. Randy was the only one of the three who didn't wear glasses, which raised the trio's cool factor about thirty percent.

"Yeah," Peter said offhandedly, "Proba-whoop!" Peter intentionally tripped, falling forward onto his stomach so he could blow a blast of his ice breath at the wheels of a car with cut breaks that was speeding down the road, bringing it to a sudden halt.

"Jeez, Pete," Randy muttered as he and Gwen helped him up, "How can a guy who looks like you still be so clumsy?"

"Writes like a poet, moves like a landslide," Gwen teased as Peter adjusted his glasses and rolled his eyes.

"Yeah, yeah…"

OoOoOoO

Peter had taken extensive notes on the radiation experiments for the school newspaper, which he was one of the top writers for. He had tried his hand at being a photographer but his superhuman vision meant that the shots he took never looked as good through the camera lens as he thought they would. The paper wanted a story on the radiation experiments and Andy Anderson was taking the pictures. He was a good photographer, if a little annoying.

"Now as you'll see," the chief scientist said as the students were carefully placed behind a protective lead shielding with plexiglass windows, "This machine will allow us to show different radiation wavelengths safely." He also said something about how the viewing screens on the outside of the shielding would show the different wavelengths of light to let the class see what the radioactive rays looked like, but Peter didn't really need those. The machine looked a little bit like those old Tesla coils you'd see in a mad scientist's lab in a movie, with two red balls clamped between massive four-pronged claws. The scientist flipped a massive, red-handled switch and the room was suddenly filled with a loud humming and the air crackled with energy. On top of the blinding array of colors from the various wavelengths of radiation they saw, Peter also noticed a spider dangling on a web between the energy conduits.

' _Ouch,'_ Peter thought as he looked down at his notepad, ' _Poor little guy.'_ Then Peter looked back up from his notes and saw a spider on his hand. "Huh," he muttered. Then the spider tried to bite him and he smirked. He blew gently on the spider and grinned to himself as he went back to scribbling on his notepad.

Then he heard Randy scream in pain and spun around to see Randy writhing on the ground in pain.

Randy was unconscious in the hospital for a week after the spider bite. Apparently, the spider had been the radioactive one that Peter had seen get caught in the machine before.

' _If I'd just swatted it…'_ Peter thought the first time he visited Randy in the hospital. He visited Randy every day. Randy's dad Robbie had been furious that this had been allowed to happen and was threatening to use the power of the Daily Bugle to close down Empire State University. Even though Randy got better and was back in school in a week and a half, Peter still felt bad.

"They won't let me back on the team," Randy muttered dejectedly at lunch one day as he tossed his letterman jacket in the cafeteria trash can. "Coach says parents are worried about me giving their kids cancer or whatever."

"Seriously?!" Gwen asked furiously. "That's so messed up! We should complain to the school board."

"Yeah," Peter added, "They've got no proof!" Not that he could tell Randy that he could see with his radiology vision that Randy was no more radioactive than any other human, but still. Although that spider bite had clearly done _something_ to Randy's DNA, Peter just couldn't tell what. He couldn't tell him that, either, obviously. Randy shrugged and gave him a half-smile.

"Hell," he muttered, "I know what it is. All these white parents are just mad that I'm gonna outshine their kids." Then he looked over at Flash, who had started sitting with them at lunch, and smirked. "No offense."

"What am I gonna get offended about?" Flash asked. "You're not a better player than me." Randy laughed and punched Flash in the arm. Gwen laughed too but, as Peter looked down at his banana and peanut butter sandwich, all he could think was that he needed to get better about using his powers. That, and…

' _It can't get worse, right?'_

OoOoOoO

Tony Stark grinned at the iridescent green glow of the fist-sized rock in the case in front of him. That SHIELD scientist had come through and, although it had been expensive, Tony had _done_ it. He had created something that had not existed on Earth before. Even Iron Man wasn't this cool, from a scientific standpoint.

"Congratulations, sir," J.A.R.V.I.S chirped, "It appears you have synthesized a new element. What will you call it?" Tony pulled off his goggles and his grin widened, not even noticing the two or three hairs that came off with them. His first instinct was to name it after himself. That was tradition, right? Starkonium. Starktite. Starkirium. But then he was struck by inspiration and came up with a much, _much_ better idea.

"I'm thinking… Kryptonite."

OoOoOoO

Ben Parker had been many things in his life. He'd been a star athlete in college and served a term overseas in the army. He had been an electrician, a factory worker, and was a manufacturing plant manager.

Today he was a mannequin.

"Careful with those pins," he muttered as he stood with his arms outstretched.

"If you didn't squirm so much," May retorted, "You wouldn't have to worry about me being careful."

Ben was dressed up in the costume May was making Peter so he could become a superhero. She hoped to have it done in time for his birthday. Being entirely honest with himself, he wasn't crazy about it. He didn't quite get the idea behind making it look like Peter was wearing trunks over his tights but May had gotten the idea from old circus strongmen and Ben wasn't going to argue. The cape, which was the fabric Peter had come to Earth with, was fastened to Ben's back with those pushpins he had mentioned. Which were pushed in a little too close for his comfort.

"Why in the Sam Hell do I have to do this, anyhow?" Ben asked. "Peter's gonna be taller than me in two weeks, May, never mind his birthday."

"That's why it's loose on you," May explained as she looked back and forth between two chest emblems she had made to match the emblem on Peter's cape. One with a red S and outline and a yellow inside, one with a yellow outline, black inside, and red S. The latter was more triangular and the former was a pentagon. "Besides, I can't ask Peter for his measurements out of the blue, can I? Then he'll know something's up and I don't want to spoil the sur–" May came to a stop as she heard Peter's bedroom door open and his footsteps came closer to their bedroom. Thinking quickly, May shoved her husband into the closet and slammed the door shut before standing with her back it.

"Ow…" Ben groaned.

"Shh!" May whispered as Peter knocked at the door.

"Aunt May," came the voice from the other side, "Can I come in?"

"Of course, dear," May replied perhaps too nonchalant. "What is it?" Peter walked into the bedroom and eyed May curiously. The benefit to standing in front of the closet was that, well, if Peter wanted to see what was inside, that would involve using his X-Ray vision on her. Somehow she doubted he was _that_ curious.

"I've been thinking," Peter began, "About how I need to get better at controlling my powers." It wasn't just the incident with that poor Robertson boy that Peter was thinking of, May knew, but also those new sneakers Peter had run holes through a few weeks ago when he first put them on. He wouldn't let her or Ben throw them out, telling them that he'd look at them "Whenever I get a big head." "And I was thinking," Peter was saying, "There's that school for gifted youngsters we've seen commercials for."

"Oh, Peter…" May started to say.

"I know I'm not a mutant," Peter interrupted, "And I know I can't just change schools. I don't want to. But I was thinking, you know, I could at least talk to Mr. Xavier. See if he'll let me use the facilities, considering I'm a special case and everything." Peter looked pleadingly at May and she heard the unspoken question; "And maybe I'll meet other kids who have powers like me." She chewed her lip thoughtfully but knew that she couldn't last more than a second when Peter looked at her like that.

"Have you finished your homework?" May asked. Peter broke out into a grin that nearly split his head before he dashed back off to his bedroom. May chuckled as she heard the sound of pages flipping madly and a frantically-scribbling pencil. Then Peter was back.

"Yep!" he declared with a grin.

"Is it correct?" She asked with her hands on her hips. Peter gave a sheepish shrug.

"I'll have my phone if it isn't," he told her, "You can call me and I'll come home to fix it." May sighed and shook her head.

"Alright," she allowed, finally admitting defeat, "Alright." Peter ran to give his aunt a hug and lifted her off the ground which caused her to whoop with surprise. "But don't be out too late," she told Peter firmly when he set her down, "It's a school night, after all." Peter nodded emphatically and rushed out the door. "Make sure no one sees you!" she called. Peter was, of course, already long gone.

"I hope you had more blue fabric," Ben grumbled from inside the closet, "Because I'm definitely bleeding…"

OoOoOoO

It took Peter a few leaps to reach North Salem and, in total, about ten minutes. Sometimes when Peter jumped high enough he could swear he was flying. Maybe someday…

Once Peter was in the general area of the school's address it took him a few minutes to get to the front gates. Mostly because he kept outrunning his GPS and confusing it. Then it was just another quick leap over the iron gates and up the driveway to land Peter directly at the front door of the Xavier Institute for Gifted Youngsters. Peter adjusted his glasses and smoothed down his sweater vest before knocking on the door. The person who answered the door was a young girl around Peter's age, perhaps a year or two older, with long red hair, dressed in a blue skirt with a matching neckerchief and a long-sleeved black shirt with stockings and black heels.

"Can I… help you?" she asked suspiciously as she eyed Peter up and down. Peter felt his face reddening and cleared his throat, hoping he hadn't been staring. Gosh, though, she was pretty.

"M-My name's Peter Parker," he said as he held out his hand, "I'd like to speak to Mr. Xavier, please." Her expression lightened considerably and she smiled while took his hand.

"Oh, hello, Peter," she greeted cheerfully before she stepped aside to let him in. "Please come inside. I'll go and tell the professor. Are you a mutant as well?" Peter paused for a moment as he thought about that. It would be a bad first impression to lie but what if they didn't take non-mutants? So he just shrugged.

"Not exactly," he told her with a little smile. She squinted slightly at Peter and his mind felt suddenly… fuzzy. "Please don't read my mind," he blurted out. She stared at him with wide eyes and turned before quickly making her way up the spiral staircase to the professor's office. Peter followed her up, looking this way and that as he did and taking in the whole expanse of the mansion. It was definitely big enough to be a school. It completely floored him to think that this was someone's _house,_ too. His superhearing picked up the other students throughout the building. He heard someone named Scott talking to someone named Bobby, and a ping pong game between someone named Warren and someone named Hank. This giant school, only for five students? That was… weird.

While Peter was thinking about all of this, Jean was thinking about the few things she had picked up from her brief scan of Peter's mind as well as the fact that he could _tell_ she was doing it! Even the other X-Men couldn't notice that. It was a little embarrassing knowing that he knew. It made her like she'd been peeking on him in the shower! Especially since she'd seen, along with his thoughts about not being a mutant and wanting to control whatever powers he had, his first thoughts upon seeing her. Not surprisingly, he'd thought about kissing her. All the boys did. Except for Bobby, strangely enough. There was something strangely… wholesome about his version of the thought, however. Jean pushed it quickly from her mind as she brought Peter to the oaken double doors of the professor's office and gestured to a seat.

"Wait right here," she told him, "I'll go and tell the professor." Then she opened one of the doors and slid inside while Peter sat down in one of the brown varnished chairs with green cushions. Peter calmly drummed his fingers in his lap while he waited. He saw one of the other students run past with… snow in his hair? In _April?_

Before Peter could go and see what that was about, Jean opened the door again. "The professor will see you now," she said before walking down the hall, presumably to join her friends. Peter got up from his chair and walked into the office. There were bookshelves practically on every wall as well as a display case for Xavier's multiple doctorates and a wall of windows behind the professor's desk. There was a large globe to the right of the desk and a fireplace up against the left wall and, also sitting behind the desk, was Professor Charles Xavier himself. Dressed in a green jacket with a white undershirt and blue tie, the afternoon sun glinted slightly off of his bald head and his hoverchair hummed softly as Peter entered the room.

"Mr. Parker," Xavier greeted warmly as he gestured to the seat across from him. "Please, have a seat. I understand that you're looking for my help, although you are apparently 'not exactly' a mutant." There was a wry quirk of the professor's lips as Peter pulled out the chair and sat down. "Then what, my dear boy, _are_ you, exactly?" Peter pulled off his glasses and rubbed at the bride of his nose for a moment before responding. He'd never actually told anyone this out loud.

"Well, professor," Peter began, "I'm an alien. I came to this planet when I was a baby. I've been born with incredible powers and I'm only getting stronger. I want to use my powers to help people and be a superhero like your students, but I need to know how to use them and how to control them." Xavier eyed Peter curiously and stroked his chin. "I know it sounds crazy and all but it's the truth." The professor nodded and folded his hands on his desk.

"Well, Mr. Parker," he said, "While the facilities are normally only open to my students, I believe I can make an exception in this case." Peter beamed at that and nodded eagerly.

"Thank you, Professor!" "

Of course," Xavier added, "My school is not exclusively open to mutants. You may have noticed that the plaque outside said that this is a place for 'Gifted Youngsters', and if what you say about your abilities is true then you certainly belong here." Peter smiled but shook his head.

"I'm grateful, professor," Peter said, "But I just couldn't accept that. My aunt and uncle couldn't afford the tuition on a place like this. Besides, I've got friends back at Midtown High. Basically the only friends I have." Xavier nodded and the humming grew slightly louder as he began to move his hoverchair.

"Very well," Xavier replied, "Nevertheless, let me show you to the Danger Room. I've just sent a telepathic message for the others to do the same."

" _Danger_ Room?" Peter asked incredulously as he followed after the professor. Xavier chuckled and shook his head.

"It's really not so bad as all that," he assured Peter, "I think Mr. McCoy started calling it that and the others just picked it up. It's more of an obstacle course, to be honest."

"Ah, crud," Peter muttered, "I forgot to bring any gym clothes." He hadn't expected to be doing anything _today,_ honestly. Talking to the Professor had been his main goal. But he supposed there was no backing out now.

"Not to worry," Xavier assured him, "I believe we'll be able to accommodate."

Xavier's accommodations turned out to be a spare X-Man uniform. Although the cowl was a little stuffy so he left hanging down his back and the gloves didn't fit right so he left those off. All in all though, it didn't feel bad. A little… snug, but not bad. He hoped his own superhero costume would fit this nice. Peter waited in the "Danger Room", a featureless room covered from floor-to-ceiling in large steel panels, as the others filed in. Peter read two things in the newspaper: the comics and any stories about superheroes. Three if you counted The Jumble. Either way, he knew who they were.

There was Cyclops, who was by all appearances the team's leader. He wore a ruby quartz visor and seemed to have some form of heat vision like him, although his was red where Peter's was a blue-white. Or at least, that was how Aunt May described it. There was Beast, who had the build and musculature of neanderthal man but the swiftness and grace of a master acrobat and a genius cunning. Because of his massive hands and feet, he went barehanded and barefoot. Iceman, who really looked like more of a Snowman in boots; Angel, a young man with gigantic white bird's wings coming out of his back; And finally, Marvel Girl, who Peter figured must have been Jean, her bright red hair spilling out of the back of her cowl.

"Well whaddaya know," Angel remarked as the X-Men filed into the room. "Who's the new guy?" Jean couldn't help but note, with some surprise, that Peter finally got the psychosomatic response from Bobby that the other boys gave when they looked at her. _Very_ interesting...

"I, uh, I don't have a cool name yet," Peter stammered as he held out a hand, "So you can call me Peter." Angel smiled as he took Peter's hand and shook it.

"In that case, you can call me Warren." Then Cyclops walked up to Peter and shook his hand after Peter let go.

"I'm Scott," he greeted, "Scott Summers. Nice to meet you, Peter."

"Are you enrolling?" Iceman asked as he shook Peter's hand next, "I'm Bobby, by the way. Bobby Drake."

"I don't think I'll be able to enroll," Peter admitted, "But I hope I'll be able to come by often."

"And I'm Hank McCoy," Beast greeted last as he loped up to Peter and shook his hand. "Stars and garters," he remarked, "That's quite a grip you've got, Petey!" Which was quite a surprising thing to say, given that Hank's hand was about three times the size of Peter's. "Are you a mutant like us?"

"Not exactly," Peter and Jean said at the same time.

"That's what he told the professor and I, at least," Jean explained. She decided she'd leave it up to Peter if he wanted to tell all of them. He shrugged and she decided that he didn't.

"So," Warren said, "Hank has his acrobatics and his strength, Jeanie has her mind powers, I can fly, Bobby throws snowballs–"

" _Ice powers!"_ Bobby objected hotly as he folded his arms irritably.

"And Scott," Warren continued, "Has his…" He turned to Scott with a perplexed expression. "Now I know it's not heat vision," so Peter was already wrong. "What _are_ your eye beams, Scotty?"

"They're heatless beams of concussive force," Scott explained in the slightly weary tone of someone who had explained something several times already. "The professor hypothesizes that I'm actually channeling the energy from some kind of pocket dimension."

"Punch beams!" Hank simplified.

"From the Punch dimension!" Jean exclaimed. They all laughed before Warren turned back to Peter.

"Anyway," he said, "My point is: what can you do?" Before Peter could explain, he was interrupted.

"X-Men," Xavier's voice crackled over the intercom, "And guest! Today we are going to start off with a low-level exercise to gauge Mr. Parker's abilities." Peter heard something mechanical clicking and moving from inside one of the walls but couldn't guess what it meant. The Danger Room's walls had some kind of shielding that blocked his X-Ray vision. Without warning, a panel opened up in one of the walls and something popped out of the wall that looked not unlike a tiny satellite dish. A yellow beam of energy hit Peter squarely in the chest and sent him staggering back. The others looked surprised that the blast didn't knock him over. As the beam persisted against Peter's chest, he scowled at the dish and froze it solid with a blast of ice breath.

"Jeez," he muttered as he rubbed at his chest, "That actually felt a little sore." Then he broke out into a grin. "What's next?"

It went like that for a couple of weeks, Peter visiting the school every few days after school and definitely on weekends. Every day he got a better grip on his powers. Scott helped him control and aim his heat vision, Bobby helped him control and understand his ice breath, Hank and Warren aided Peter in his agility and coordination, and Jean and the professor helped Peter build blocks against telepathic attacks. Unfortunately, they had no way of measuring or gauging his strength except confirming that he was _several_ orders of magnitude stronger than Hank. All of this and Peter began to actually make some friends who had superpowers like him. Then, something happened that screwed it all up again.

In the middle of a training exercise, the X-Men suddenly stopped rigid and ran for the door out of the Danger Room.

"Hey," Peter exclaimed as they left him, "What's going on?"

"The Professor summoned us telepathically," Jean explained, "We must have a mission!" Without being asked to, Peter followed after them. "What are you doing?"

"I know I'm not an X-Man," Peter admitted, "But I can help! I mean, I've been wearing the tights for two weeks, for crying out loud!" The group came to a stop and Scott sighed.

"Peter's right," he allowed, "Besides, if it's who I think it is, we'll need his strength. Now come on!" The six of them darted to Professor Xavier's office where he was waiting for them tensely.

"What's the problem, Professor?" Warren asked.

"It's Magneto," Xavier explained with a weary sigh, "And his Mutant Brotherhood. I fear they've grown more daring than ever. They're making an attack on the United Nations building during a peace summit!"

"Oh my Stars and Garters," Hank exclaimed, "That's beyond the pale!"

"So it is," Xavier agreed, "So there is not a moment to lose! Take the Blackbird!" Bobby's face lit up as they quickly dashed out of the room. "Scott is the only one trained to fly it, Bobby, not you!" Bobby was deflated slightly but rushed all the same.

"What's the Blackbird?" Peter asked while also confused as to why they were heading for the gymnasium.

"Our jet," Hank explained as he loped along on all fours.

"Your _what?!"_ Peter exclaimed as they burst into the gymnasium. Warren pulled the fire alarm along the wall and the basketball court slowly split open. Peter stared open-mouthed as a sleek black jet with red-tinted windows rose out of the ground with plumes of smoke billowing out of the floor. "You have a jet…" Peter mumbled in shock.

"I'm the only one qualified to fly it," Scott told Peter as a panel lowered along the belly of the Thunderbird and transformed into a set of stairs. "So don't get any ideas."

"Wait," Peter asked as they ran up the stairs, "You've flown this thing before?"

"No…" Scott admitted, "But I've got a perfect record on simulations!" Peter swallowed nervously and hoped he was durable enough to withstand a plane crash as he buckled into one of the chairs. Sure was lucky there were six of them. As everyone buckled in and the roof opened up, it finally hit Peter that he was actually about to do some superheroing. With _the X-Men._ A team-up and he didn't even have his own costume!

Holy crap.

"Hey," Bobby said as he nudged Peter, "Don't forget to put your mask on."

"Oh, right!" Peter exclaimed and slapped himself in the forehead. "Duh." He grabbed the cowl and pulled it over his face as the Blackbird lifted off the ground in a horizontal takeoff and blasted off across the evening sky.

"Holy cow," Jean muttered as she was pressed back against the seat, "This thing moves at a _clip."_ Peter nodded while Warren was… unimpressed.

"Not much faster than me…" he muttered.

"I… uh… still don't have a cool name." Peter muttered as he scratched at the back of his head nervously.

"How about Superboy?" Bobby suggested. Peter eyed him curiously and Bobby's face flushed. "Uh… yeah, it was a dumb idea. Never mind."

"Actually…" Peter said, "I like it." Bobby beamed.

"Okay," Scott called back from the pilot's chair, "We'll be at the embassy in three minutes so let's hurry up and strategize. Peter, you're the fastest. Your first priority is to get civilians out of the building."

"Got it."

"Bobby-"

"I've got Blob, don't worry. I'll freeze that big bowl of custard!"

"Don't ever say that again. Hank, can you handle Toad?"

"Could Irving Berlin write music?" Hank asked rhetorically.

"I'm… going to assume that means yes. Warren?"

"Vanisher won't be able to escape me this time," he assured Scott.

"I'll handle Avalanche," Scott declared, "Jean, you're the one best-equipped to face Magneto–"

"And I'll do it just fine," she assured him, silencing what was probably the question "Are you sure you can handle it?" Scott nodded and turned his attention back to the controls.

"Alright, X-Men," he said in a commanding tone, "Get ready to drop!"

OoOoOoO

It was pandemonium inside the United Nations headquarters with diplomats, dignitaries, and world leaders scrambling to escape the wrath of the Mutant Brotherhood, led by the malevolent militant clothed in mauve and crimson, the Master of Magnetism: Magneto.

"You come here to talk of peace," Magneto boomed, "And yet you would turn a blind eye to the suffering of mutantkind in your countries!" He raised his arms and spread his hands and the building began to tremble as steel and iron shrieked in protest before they began to contort. "We, the Mutant Brotherhood, shall see you answer for your crimes against mutantkind, where it is a crime for mutants to even be _born!"_ The shaking grew worse as Avalanche thrust out his fists. The mutant in blue and silver armor projected a destabilizing force that made the entire building tremble. Meanwhile The Blob, a monstrously obese man clothed in a black singlet, and Unus the Untouchable, a black-haired and muscular man dressed all in red with a massive orange metallic belt, guarded the exits. Vanisher, in a rather unfortunate studded lime green number and a dark green cape, grabbed any who managed to slip by and teleported them back into the conference room while Toad, dressed in an orange and purple jester's outfit, clung to the walls and cackled like a madman.

Among the panicking politicians, one man remained icy calm. His name was T'Challa and he was the King of Wakanda. While everyone panicked and looked for an escape, T'Challa looked for a space where he might be able to summon The Avengers and transform into his secret guise of The Black Panther. Before T'Challa could attempt anything, however, he was suddenly outside of the building and on the ground. He was only vaguely aware of having moved, with a rush of air and the sound of shattering glass giving barley an explanation. T'Challa looked back up at the Headquarters and saw one of the windows was shattered. He also saw that there were about twenty or thirty other diplomats around him. They all watched as a yellow-and-blue blur raced up the side of the building and into the broken window before coming back down and depositing another two or three dozen leaders. Back and forth the blur ran, even grabbing custodians and other workers, before it vanished back inside the building. T'Challa was… confused. Even Pietro wasn't this fast.

OoOoOoO

Inside the building, Beast leaped up and ripped Toad off the wall, swinging him by his tongue and flinging him through several desks. He bounded after Toad and leaped onto him but Toad pulled his feet up under him and shoved Beast away, sending him hurtling into an opposite wall. As they tussled, Iceman moved evasively around Blob on his ice tracks, blasting the big man with cold beams as Blob swung his massive, jiggly arms.

"Get down here, you little idiot!" Blob demanded as Iceman once again slipped through his grasp. "Don't you know that nothin' can hurt The Blob?!"

"Well I've got a question for you," Iceman asked as he slid along on his ice track upside-down on one hand and his other hand fired an icy blast at Blob. "Do you know what happens when you expose jell-o to subpolar temperatures?" He flipped and formed a giant snowball in his hands before dropping it right on Blob's head. "The same thing that happens to everything else!"

"Oh my Gooood," Angel groaned as he escaped Vanisher's teleporting grasp and socked him right in the face, "That was the _worst_ line ever!" Vanisher turned a tight cartwheel through the air and teleported in a flash of light and leveled his gas gun at Angel's back as he reappeared behind him. Angel spread his wings and knocked the gun out of Vanisher's hands before spinning around and smacking him with those wings to send him tumbling away again.

Above them, Magneto and Marvel Girl engaged in a psychokinetic tug of war, hurtling objects and deflecting them with increasing speed and ferocity. Marvel Girl had incredible raw power and potential, but Magneto had far greater mastery of his abilities and vast experience. As such, Marvel Girl was mostly fighting defensive and keeping Magneto occupied, as he was the most powerful of the Brotherhood.

"Charles trained you well, child," Magneto remarked as he threw a jagged girder at Marvel Girl like a javelin, "But not well enough!" She plucked it out of the air and swung it back around at Magneto with the cockiness of youth.

"He taught me well enough to beat a villain like you!" she retorted as she ripped chunks out of the floor and yanked them upwards to attack Magneto from beneath and knock him off-balance. Cyclops ducked and rolled and dodged to avoid Avalanche's tremors and the objects he tried to drop on him before knocking him back with a high-powered Optic blast. A few more well-placed blasts kept Avalanche from focusing long enough to retaliate and eventually put him down for the count. Cyclops barely had time to register his victory before something crashed into him and sent him sprawling. Cyclops looked up to see a man in a red suit looming over him.

"Huh," Cyclops muttered, "You're new." The man crossed his arms over his chest and threw back his head to laugh.

"I am Unus," he declared boldly, "Unus the Untouchable!" Cyclops smirked and brought a hand up to his visor.

"Untouchable, huh?" he asked, "Let's see how you like _this!"_ He fired an Optic blast and was shocked as he was shoved back with equal force as he'd fired and his blast seemed to bounce off an invisible shield and flew up through the ceiling. "Oh…" Cyclops murmured weakly. Before he could come up with a plan, however, Superboy was in front of him.

"How about you try _me_ on for size?" Superboy asked as he drew a fist back and smashed it into Unus's field. The Untouchable man was sent staggering and the blast between the two of them exploded the floor under their feet. Superboy swung another punch, his left this time, and the explosion was larger and sent Unus back further.

"Superboy, wait!" Cyclops ordered before Superboy went ahead and followed through with a mighty two-handed blow that knocked them both ass-over-teakettle. When they got to their feet, they noticed an Unus-sized hole in the opposite wall that showed the New York skyline.

"Hey," Superboy quipped, "Does that count as touching him?" Superboy couldn't see it but Cyclops was rolling his eyes. "I'll help Marvel Girl deal with Magneto!" This was great, Superboy thought. He was helping the X-Men, saving people and beating up bad guys, just like a real superhero! He thought he was doing pretty great so far.

"No, wait!" Cyclops protested but Superboy already leaped into the air to grab Magneto by his cape and yanking him to the ground, accidentally pulling him out of the path of a section of desks Jean had hurled at him.

"Superboy," Jean exclaimed in confusion, "What're you doing?!" Superboy turned back to her and flashed a thumbs-up as Magneto rose to his feet.

"Don't worry," he assured her as he turned to face Magneto, "I've got–" and caught a steel girder square in the teeth. He groaned and yanked the metal off his face. "Oww…"

"So Charles has picked up another lost fool, I see," Magneto observed as he dusted off his cape and brushed away the undignified manner of Superboy's attack. "Another wayward soul swayed by words of peace and equality. You're on the wrong side, 'Superboy'!" Superboy shrugged.

"I dunno," he quipped as he cracked his knuckles, "You're the one attacking world leaders. Besides, I'm not even a mutant." Magneto bristled and the entire building trembled with his anger. "Oooh… wrong thing to say?"

"I will beat you bloody, you parasitic charlatan!" Magneto bellowed before he began to hurl veritable tons of iron and steel at Superboy, who brought his arms up to shield himself from the attack, stomping forward as he weathered the storm. Superboy charged forward suddenly and slammed his fists down on Magneto's magnetic shield. The building buckled as Superboy rained down blow after blow, the shield rippling under his fists like water. Magneto's legs began to buckle from the strain as Superboy kept up the onslaught. Superboy was practically dizzy with excitement as he used more of his strength than he could ever remember doing before, determined to break through the shield and bring Magneto in to the authorities. He couldn't even hear the others yelling until he heard Bobby.

"Peter!" Iceman screamed as he hurled a blast of ice at the back of Superboy's head. It snapped him out, but too late, and the final blow swung down like a sledgehammer and Magneto's shield burst like a bubble. Cyclops fired a full-strength Optic blast to send Superboy away just as the shockwaves from Magneto's ruptured shield blew up the top five floors of the U.N. building. When the dust cleared, Angel was holding onto Toad and Hank as his wings beat furiously, Iceman had Vanisher and Avalanche on his ice track, and Superboy was holding onto Magneto with one hand as Cyclops hung off his back. The Blob was unmoved.

"Don't worry," Superboy grunted as his fingers dug into steel, "I've got it."

"No," Cyclops growled as they looked up, " _She's_ got it." Everyone watched in open-mouthed amazement at Marvel Girl, her hands at her temples as she held up five floors' worth of steel, concrete, glass, and marble in a giant ball over her head. Blood began to trickle down her nose from the effort and she let the ball drop onto the ground below before she fell to her knees. The others deposited the Mutant Brotherhood they were carrying onto the ground and Superboy started to leap up to grab Marvel Girl before Cyclops clamped a hand on his shoulder in an iron grip. "You. Stay _right here."_ Superboy nodded and looked down at his feet as Angel flew up to collect her and Cyclops went off to get the Blackbird. While Peter was alone, he had nothing to distract himself from the murmuring of the civilians, many of whom were the leaders _they'd just saved._

"Did you see that explosion?"

"-ver seen anything move that fast!"

"-nator Kelly _said_ mutants were dangerous…"

"Didn't know there were mutants with that kind of power!"

"So," Beast remarked as he lumbered up to Superboy's side, "You had a chance to play the part of superhero today." He looked up at Superboy, whose face burned red with shame. "How do you like the sound of your curtain call?" The Blackbird landed before Peter could answer and they all walked up the stairs, with Marvel Girl leaning on Angel for support. Bobby dropped out of his snowy form and Peter pulled down his mask as they buckled in. Bobby gave Peter a slightly sympathetic look, quite a contrast to the glowers he was receiving from the others. They rode back to the X-Mansion in silence.

OoOoOoO

"-Completely irresponsible!" Scott was shouting once they were back in Professor Xavier's office. "He put not only the lives of his teammates in danger, but the civilians as well!"

"It was an accident!" Bobby protested in Peter's defense. Peter himself still hadn't said anything in the last ten minutes.

"You throwing a snowball at Hank is an accident," Scott shot back, "Warren flying into me is an accident! Peter _destroyed_ the U.N. capital!"

"He also took out Magneto!"

"As far as the press cares, a mutant blew up an international diplomatic building!" Hank retorted. "I know Peter meant well but there's no telling how badly his stunt tonight damaged mutantkind's reputation, never mind the harm he put Jean in!"

"Guys, really, I'm fine!" Jean assured them wearily from one of the armchairs in the office. Scott wheeled around and leveled an accusing finger in Peter's face.

"I was completely _wrong_ to put my trust in you," he spat, "You're dangerous and reckless. You treat this like some kind of game! You can't be trusted to come into the field!"

"Scott," the Professor said as he suddenly raised his voice, "That's quite enough! There's no need for that kind of–"

"I'm sorry to interrupt, sir," Peter finally spoke up, "But Scott's right. I was stupid out there. I've never been in a real fight, I'm not really part of your team. I screwed things up pretty bad and it could have been a lot worse. I need to take responsibility for my actions… so I'm not coming back." The others looked stunned and even Scott looked saddened.

"Peter," Bobby said softly as he put a hand on Peter's shoulder, "No…" Peter shook his head and pushed Bobby's hand away gently.

"I'm not a mutant," he reminded them, "But as long as I dress like you guys, people will think I am one. And they'll think mutants can get as strong as I am and as strong as I keep getting. People are going to be afraid of me and I don't want to make things worse for you because of that. I know you said I belong here, professor… but I don't." Scott started to walk toward Peter, shaking his head.

"Peter," he started, "I-I didn't mean…" Peter sighed and pulled off his cowl.

"It's okay," he muttered, "I'll figure this out for myself. No use putting you guys in danger while I stumble my way through. Besides," he added, "I knew the Parker luck was gonna screw it up sooner or later." Then he turned and left the office. Bobby looked at him as he left and looked like he wanted to say something but didn't. Peter hung up his costume, put his clothes and glasses back on, and walked out the front door. That would be the last time Peter Parker would walk through the doors of the Xavier Institute for a very, very long time.

OoOoOoO

Robbie Robertson let out a long and weary sigh as he pulled his car into the driveway late one night and made his way up the stairs of his front porch. It had been another long night at the Daily Bugle arguing with his boss, J. Jonah Jameson. As they often did, the argument revolved around the vigilante known as Spider-Man and the Bugle's portrayal of him. Robbie thought that words like "Menace to Society" and "Masked Marauder" were dishonest and bordered on slanderous. Jonah had reminded Robbie, first of all, that slander was spoken and libel was in print. Secondly, while it was true that Spider-Man was fighting "other costumed freaks" like Shocker, Vulture, and the Green Goblin, he had also assaulted _six_ police officers in the last week alone.

"Those officers were all crooked," Robbie had retorted, "With records of taking bribes, committing extortion, and using force against minorities! Hell, he caught one of 'em _in the act!"_

"How could Spider-man have known that," Jonah shot back, "How do you know it wasn't some lucky coincidence?! You could swing a dead cat in the precinct and hit a corrupt cop, you don't know he attacked them _because_ they were corrupt! No wonder police opened fire on him tonight when he was fighting that Electro lunatic? Speaking of which, Olsen! Get in here with those photos of the spider-fight!"

Robbie let out another weary sigh as he took off his shoes and laid them by the front door before he made his way upstairs. Everyone else was asleep, as he'd expected. He was just going to take a quick shower before he hopped into bed himself. That was, of course, until he noticed that Randy's door was slightly opened and a thin line of light peeped out through the crack. Robbie gave a lopsided smile and shook his head as he made for the door, figuring that the worst thing he'd have to lecture his son about tonight was being up at two in the morning on a school night.

There was Randy, sitting back in his desk chair and snoring. He was in a pair of black sweatpants and red athletic socks but naked from the waist up with dried blood on his chest. He had a hastily-wrapped pad of bloody gauze along his right side, the same spot that one of their writers said that Spider-Man had been clipped tonight. On the floor beside Randy's chair were the two large and clunky web shooters, the red balaklava and the red hoodie, which was also darkened with dried blood, that had the large black spider emblem on it.

"Oh dear mother of God…" Robbie muttered in shock as he leaned against the doorframe for support. His son was Spider-Man.

OoOoOoO

Another month passed, a month with no superheroing for Peter, just practicing his powers in private and going to school. No X-Men. He hadn't answered any of their texts or even listened to their voicemails. He never even walked past the Avengers Mansion or the Baxter Building. He just kept telling himself that he wasn't ready yet. Spider-Man, he'd seen in the paper, had gotten a costume upgrade. A sleek new blue-and-red deal instead of that sporting goods store look. Peter wondered who had set him up with the new duds, the lucky guy.

Peter was so deep in a funk that he was completely floored when he came home one day to find the Stacys, Flash Thompson, Mr. Robertson, and Liz Allan at his house with Aunt May and Uncle Ben, all of them standing under a large banner that said "Happy Birthday!"

"SURPRISE!" They all exclaimed. Peter wasn't sure what to say. He hadn't even known his birthday was coming up! He stared at them all in shock before breaking out into a wide grin.

"You guys!" Peter shouted happily as Uncle Ben, Gwen, and Aunt May moved in for hugs. Flash gave Peter a quick nod and that was just as good, considering Flash. He honestly would never have expected him to be there.

"I guess I owe you this much for you helping me get that B in Algebra, Parker," he'd admitted, which was as close as Flash would ever come to saying that they were friends. Peter talked to Mr. Robertson, who insisted that Peter called him Robbie, for a few minutes about the newspapers business and Robbie had even told Peter that he liked his writing and would see about getting him an internship at the Bugle, tailing after one of their writers.

Randy arrived a few minutes later, looking slightly disheveled with a present under one arm. Peter wondered why Randy's heartbeat was so erratic and why he smelled like smoke, considering Randy didn't smoke. Peter wondered if he'd ran past that fire he'd heard Spider-Man helping at on 29th Street.

Uncle Ben had made his famous beef stroganoff for dinner and Aunt May made probably the best chocolate cake Peter had ever eaten. Judging by the looks on their faces after taking a bite, it was definitely the best chocolate cake any of their guests had ever had.

"Mom," Gwen muttered around a mouthful of cake, "Am I grounded if I say this is better than yours?"

"No," Mrs. Stacy responded, "This is _much_ better than mine. I _have_ to get the recipe, May!" After the cake came presents. Randy got Peter a DVD copy of "Ultiman Returns", which Peter had moaned about not being able to see in theaters. From Gwen. he'd gotten a copy of Reed Richard's autobiography: "How I Got To A Fantastic Life". Aunt May wasn't entirely thrilled about that because she knew that there was a chapter dedicated to the stimulative powers of smoking certain natural substances and other natural hallucinogens, but she also knew that Mr. Fantastic was one of Peter's heroes so she supposed she couldn't object too much. Flash, to Peter's great surprise, gave Peter a letterman jacket like his and Randy's.

"I know you don't play any sports," Flash told Peter as he tried it on, "But I pulled some strings with the coach to get it for ya. Now I can afford to be seen in public with you." Liz elbowed Flash in the ribs but Peter assured Flash that it fit great and he appreciated the gesture. Liz, for her part, got Peter a collection of Hank Pym's college dissertations. Everyone left a little while later that and Peter helped with the dishes afterwards, insisting on it even when Aunt May reminded him it was his birthday. Once everything was washed, dried, and put away, his aunt and uncle brought Peter back into the living room. Uncle Ben had a box with blue paper and a red bow sitting on his lap as he and Aunt May sat on the couch.

"You were probably wondering,"Aunt May began, "Why we didn't get you anything." Uncle Ben grinned broadly and handed the box to Peter.

"Let's just say," he explained, "That we figured you wouldn't want everyone else to see you open this particular present. Happy sixteenth birthday, Peter." Peter slowly took the bow off and carefully peeled off the wrapping paper. He lifted the lid off of the box and looked down into the box with a slightly confused expression at a red and yellow 'S'. He reached into the box and pulled out a blue long-sleeved shirt with a red-and-yellow pentagon 'S' insignia and a long red cape. He set it down on the coffee table and his puzzlement turned to dawning wonder as he pulled out long blue-and-red tights, a yellow belt with a buckle that matched the chest insignia, and red boots. He set it all down on the coffee table and stared at it open-mouthed.

"This is…" he started to say. "I can't– you– how did you make all of this?!" Aunt May grinned and looked on the verge of tears as she stood up to give Peter a hug. Peter pulled her into his embrace and practically lifted her off her feet. He planted a great big kiss on his aunt's cheek and laughed as he set her down again. "A costume!" he exclaimed. "You made me a costume!" Ben grinned and laughed, slapping Peter on the arm.

"Well don't go telling the whole neighborhood," he teased, "Otherwise there was no point in us kicking everybody out." Peter smiled bashfully and blushed. "So you like it?" He asked. Peter nodded enthusiastically.

"I love it," he declared, "Once I make friends with the Fantastic Four, I'll make sure to ask Mr. Fantastic to make me a costume just like this out of those unstable molecules." Uncle Ben's face fell and Peter could feel all the air leave the room in a rush. Now Aunt May really _did_ look on the verge of tears but for a different reason entirely. "I… I just meant," Peter stammered, "I-I'd hate for anything to happen to it…" Aunt May rushed from the room and Uncle Ben put a hand _firmly_ on Peter's shoulder.

"Back porch," Uncle Ben muttered, "Now." Peter sighed and followed his uncle out onto the back porch. "How could you say something like that?" Ben demanded tersely. "All these months your aunt's been working on that costume, all the time she spent making sure it was perfect, and the second thing out of your mouth is that you can't wait to get rid of it?!"

"That's not what I meant!" Peter insisted hotly. "God, it was an accident! I just let it slip and it came out the wrong way, okay?!"

"That's the thing, Peter!" Ben snapped as he pulled at his graying hair. "You can't afford to keep making these accidents! One day it's the shoes, the next it's the U.N.!"

"You said you wouldn't talk about that!" Peter snapped back, heat rising in his neck as he loomed over his Uncle.

"Well it looks like I _have to,"_ Ben told him, "If that's what it takes to get things through your head! You've got great power, Peter, and I know you could do great things. But you've got to understand the responsibility that comes with that power!"

"I _do_ understand!" Peter roared before he threw up his hands. "Y'know what? Why am I even _listening_ to you?! You're just some guy who I got dumped off with after someone else picked me up in… in a field or something! You're not my dad, so why don't you stop pretending to be?!" Before Ben could say anything else, Peter crouched low to the ground and jumped into the air, taking off. He'd intended to just leap up but after about a minute of going straight into the air, Peter quickly realized he wasn't jumping anymore. He… he could _fly!_ He threw back his head and laughed, all his anger forgotten as he whirled through the sky in loops and leaps. He could race The Human Torch, or Iron Man, or go… anywhere! Anywhere he wanted! As Peter looked up at the sky, he knew just where he wanted to go.

Up.

Peter put both fists forward and rocketed up into the starry night sky, the world ever-receding beneath his feet and he soon left all the sounds of Earth behind. For the first time in Peter's life, things were quiet. Even when he'd learned to tune out the things he didn't want or need to hear with his superhearing he could still hear a soft buzz under everything. But out in space, it was just… quiet. Peter hung there for a moment and looked down at the planet. It was so beautiful and blue, so… perfect. Then he turned back to the moon and smirked before he decided to keep going. He pushed off of nothing and flew faster and faster, the moon growing larger and larger until he landed on it with a great kickup of moon dust and the softest "Thoomp."

Peter Parker was on the moon.

He bounded lightly across its surface and stopped to salute the flag that Buzz Aldrin and Neil Armstrong had planted there. He kept walking for a while and wondered idly how long he could hold his breath. Then, Peter saw something he never thought he would find on the moon.

Another person.

He was gigantic, nearly three times Peter's size. He wore a white robe and a blue cape with a high collar. He had a gold medallion at his neck and golden gloves and boots. His enormous head was bald and his glowing white eyes studied Peter curiously. Peter quickly realized that this wasn't just a person. He was standing before The Watcher. And he was looking at Peter as if… as if he wasn't supposed to be here. He had read the articles and the interviews with Reed Richards about The Watcher and knew that if anyone could tell Peter where he was from or who his real parents were, it was the guy whose job was to watch everything. Peter took three steps toward The Watcher and, suddenly, found himself breathing. So apparently there were certain spots on the moon that had oxygen and an atmosphere. Huh. They never taught that in science class. Not only was Peter breathing, though, now he was hearing again. He heard… his Aunt May. She was screaming… and crying.

Peter completely forgot about The Watched and looked back toward Earth before immediately rocketing off, using his telescopic vision to guide him back to his Aunt and Uncle's home. He flew so fast that his body glowed orange on reentry, so fast that the friction made his hair catch fire. As Peter got closer he saw, to his horror, the flashing red and blue lights of police cars outside of his house. He hit the ground with a thud, sprawling out onto his stomach in the backyard before he staggered to his feet and stumbled in through the back door.

Peter walked through the kitchen and saw Aunt May sitting on the couch, her face in her hands while she wept hysterically and a pair of… police officers stood over her. There were blood stains on the floor and… and caution tape across the front door. Peter used his X-ray vision to look outside and watched two EMTs load a body bag onto a gurney. Inside the bag…

"No…" Peter whispered, "No… Uncle Ben." Aunt May heard Peter and sprang to her feet, running to Peter and flinging herself against him. Peter wrapped his arms around his aunt and let her sob into his shoulder, struggling to hold back his own tears as he spoke with the officers.

"What happened?" he asked coldly.

"A bank robber ran his car into a lamppost," one of the officers explained, "Tried stealing your uncle's car. Your uncle came out to see what happened and the guy shot him. Then he managed to hotwire the car and drove off. We're looking for him, don't worry." Aunt May let out a muffled wail against Peter's chest and he looked down at her and black waves of shame and guilt washed over him. If he'd been here…

Peter gently squeezed Aunt May's arm before he separated himself from her and made for the door.

"Hey," the other officer said, "What do you think you're doing, kid?" Peter ignored both of them, walking straight through the caution tape. "Hey! I said we're going to–" But Peter was already gone. Neither officer knew what happened. They'd just blinked and he was solid gone.

Peter hovered about half a mile in the sky over New York City, his eyes looking for his uncle's car and his ears listening for nervous mutterings and an erratic heartbeat. He tuned everything else out because nothing else mattered. Someone killed his uncle. It was all his fault. He had to make it right. He had to fix his mistake.

"Uh… hey there," said a voice to Peter's left. He turned and was surprised to see The Human Torch, Johnny Storm, hovering in the air next to him, a tail of fire trailing behind him as he folded his arms and looked at Peter curiously. "Don't really see a lot of fliers around here. You're new, huh?" Peter ignored him and went back to looking. Johnny Storm was not a man who was used to, or enjoyed, being ignored. "You– you _do_ know who I am, right?" Peter finally saw Uncle Ben's car and a pair of police cruisers outside a derelict warehouse. He took off down to the streets below, knocking Johnny end-over-end in the air. "Whoa!" Human Torch blurted out before he recovered and tailed after Peter. "Hey, where's the fire? ...Aw, c'mon, that was funny!" Peter heard windows shatter and the asphalt rupture under him from the shockwave of his flight as he hurtled down toward the abandoned warehouse that he'd tracked the robber's heartbeat to and punched through the roof.

The crook had his money bag clutched desperately in one fist and the gun in his other hand, finger already on the trigger. He spun around when he heard Peter crashing through the roof. He immediately fired until the gun clicked, his eyes wide with terror as Peter advanced toward him unflinching with white-eye malevolence. He looked back and forth between Peter and the gun, his mouth hanging open.

"What the hell are you?" he asked in a horrified whisper. Peter glowered and slammed his shoulder into the man, sending him reeling and crashing painfully against the brick wall.

"I'm the guy whose uncle you murdered, you piece of garbage!" Peter roared. His eyes glowed and he wasn't sure what he might have done if Human Torch hadn't flown in through the hole Peter had made in the roof at that exact moment and put himself between Peter and the robber.

"Whoa, whoa, hey, enough! I think this guy's way under your weight class so you can just stop whatever you're doing." Peter glared at Johnny and moved toward the Torch, even trying to move around him. Human Torch glared and drew his fists back. "I said that's _enough!"_ Human Torch blasted Peter with a high-pressure torrent of flame that knocked him backwards. Peter got up to his feet as Torch continued to blast him and brought up his hands to shield his face as he stomped forward. "Stay down!" Torch urged, raising the temperature of his flames. Peter took a few staggering steps back before he regained his footing and stomped toward Torch again.

"Get… out…" Peter growled as he spread his arms wide and pulled them back as far as he could, "Of my way!" He swung his arms forward and clapped hard enough to knock out all the windows in the derelict building before yanking them immediately apart, sucking all the air out and creating a vacuum that snuffed The Human Torch's flame. Peter jumped over Johnny Storm and went searching for the crook, who'd escaped during the fighting. Peter knew he couldn't have gotten far. With a quick sweep of his X-Ray vision, he realized that the guy hadn't even made it out of the building. Peter was in front of him in the blink of an eye and plucked him off the ground by the front of his shirt.

"W-w-wait," the robber begged, "Please don't hurt me! J-just gimme a chance, man! Just gimme a chance!"

"What about my uncle," Peter spat, "Did you give him a chance?! Did you?!" His hand moved to the man's throat and his eyes glowed white hot. "ANSWER ME!" But something stopped Peter before he could blast the other man's head to ashes. His heat vision faded away as he looked at him. His clothes, a pair of jeans, a heavy overcoat, and no shirt, were torn and ratted and stained. His shoes looked like they were the only pair he'd worn for the last five years. His sloppily-bleached hair was a matted mess and his chattering teeth were yellow. As he stared down at Peter with wide, terrified eyes, Peter asked himself if this man was worth killing. If ending his life would bring back Uncle Ben. If Uncle Ben would have wanted this. He realized that the answer to all of those questions was no.

As Johnny Storm groggily struggled to his feet, Peter ripped a piece of steel rebar out of the ground and wrapped it around the whimpering criminal before welding it together and tossing him at Johnny's feet.

"Take him down to the precinct." Peter muttered halfheartedly. "Robbery, Grand theft auto, murder." He started to lift off the ground and made his way for the hole he'd made in the ceiling.

"Hey," Johnny called up, "Where do you think you're going?" Peter shrugged.

"Home."

OoOoOoO

It was a long and miserable flight back to the Parker residence. The police were gone by that point and Aunt May had been waiting on the couch for Peter to come home. She ran to him and hugged him again and cried again. Peter looked down at his aunt's face and what he saw in her eyes would haunt him forever. Not her heartbreak or her grief, not her sorrow or her loss. Buried deep under all of that, so deeply that Peter might not have been able to see it otherwise… was blame. After they went to bed, Peter sat in his room all night and stared at the costume his aunt and uncle had worked so hard to make him. He looked down at the bright, shining red and yellow 'S' and flung it into the closet in disgust.

' _How did I ever think I could be a hero?'_ He asked himself bitterly.

OoOoOoO

Stephen Strange, the Sorcerer Supreme, sat in his Sanctum Sanctorum in New York City and reflected upon how he had come to this point in his life. Once upon a time, he had been a callous and arrogant surgeon. Saving lives, to be sure, but not caring for them. Then he finally happened upon The Ancient One in Kamar-Taj in Tibet and appealed to him for teachings. Soon he became Dr. Strange, Master of the Black Arts. That was, until his fellow disciple Baron Mordo struck the Ancient One down, leaving a vacancy for the Sorcerer Supreme to be filled. Strange proved himself against Mordo, Victor Von Doom, and many others, to become the Sorcerer Supreme: the single-most powerful magic user in the universe. For several years now he had lived in solitude with his servant and friend Wong as his only company. That was until he found a young man named Khalid Ben-Hassin in Egypt two months back. Khalid was an archaeologist and fancied himself an adventurer-explorer like Indiana Jones. During a conflict with the time-displaced Pharaoh Rama-Tut (an awfully caucasian pharaoh that Strange suspected might be a time-displaced and amnesiac Victor Von Doom), Khalid found the magical artifact that Rama-Tut and Strange had been battling over, the Staff of Ra, and used it to help defeat Rama-Tut and send him back to the past. That was when they discovered that Khalid had a great potential for magic that rivaled his archaeological knowledge, and so Strange brought him to live in the Sanctum.

A sudden pulse of panic swept through Strange that shook him from his contemplations and made him leap to his feet and throw out his hands to gesture incantations. "I sense a great peril," he said to no one in particular, "And it requires a great force to defend against it! So I call upon my fellow Defenders!" In a blinding flash, The Silver Surfer, The Hulk, and Namor the Sub-Mariner were standing in Dr. Strange's study. Namor was dripping wet and looked furious.

"This had best be of dire need, Strange," Namor warned as he leveled his trident at Strange's face, "The King of Atlantis is not one to be summoned to your heel like a dog!" The Hulk snarled and pushed Namor's trident away, towering over him.

"Fish-Man no talk bad to Cape-Man," Hulk growled, "Cape-Man is Hulk's friend! Hulk smash any who talk bad to Cape-Man!"

"We shall see who does the smashing, brute!" Namor spat as he glared up at Hulk, his swagger undiminished. The Surfer stepped between them and effortlessly pushed the pair apart.

"Enough," he told them in a soft voice of cosmic serenity, "Let us hear why the good doctor has called us all to this meeting." Dr. Strange nodded appreciatively to his silvery stalwart.

"My friends," he said, "I have received a dreadful premonition from the Lords of Order and Chaos! We must leave the realm of men immediately to travel to The Dread Dormammu's dark dimension, for I fear he has a plot so devious in mind as to tear apart the very fabric of reality!" He gesticulated wildly and spoke an incantation that teleported himself and the others to the Dark Dimension. He only hoped that Earth would not be struck by some peril while they were away.

OoOoOoO

Half a universe away, Thor the Thunderer and Beta Ray Bill were up to their elbows in the minions of Surtur, bashing them aside with Mjolnir and Stormbreaker and cutting a mighty swath through the endless horde. Thor spied his brother, Loki, amidst the fray and rushed to him.

"Brother," he bellowed, "Yield now! I know twas thee that allowed Surtur's forces to bleed over into this world, yet thou must know that they shall fall before us! Yield now and help us turn them back and I shall see that father grants you mercy!" Loki threw back his head and laughed.

"You may yet win the day here, Thor," Loki agreed, "Yet while you stop the fire demon's advance here, who is to save Midgard should it burn?" He laughed maniacally and held out one hand, which gently cradled one of the Norn Stones. Thor's eyes went wide and his face contorted into a mixture of terror and rage.

"What hast thou done to Midgard, Loki," Thor demanded. "Answer me!" Thor swung Mjolnir viciously down but Loki dissolved like stardust and fluttered away.

"To me, friend Thor!" Beta Ray Bill called as he battered demons aside. "I know your heart fears for Midgard, but it will do them little good if you fall here!" Thor nodded and rejoined the fray. He only prayed, to whatever Gods may pray to, that beloved Midgard would stand against his brother's mad machinations until he could return.

OoOoOoO

Loki raised the Norn stone overhead as he stood atop the Empire State building and grinned manically while the stone began to glow bright. "Let there be… _calamity."_


End file.
